Contractual Right. The right of the Performance Payees to receive the Performance Payment (i) is solely a contractual right and is not a security for purposes of any federal or state securities laws (and shall confer upon the Performance Payees only the rights of a general unsecured creditor under applicable state law); (ii) will not be represented by any form of certificate or instrument; (iii) does not give the Performance Payees any dividend rights, voting rights, liquidation rights, preemptive rights or other rights common to holders of the Buyer’s capital stock; and (iv) is not redeemable. Any amounts payable under this Section 2.5 shall be treated as an adjustment to the Adjusted Base Purchase Price for all Tax purposes, unless otherwise required by applicable Legal Requirement.
Contractual Right. Each Earnout Right (i) is solely a contractual right, (ii) will not initially be evidenced by any certificate or other instrument and (iii) does not give the holder thereof any voting rights or the right to receive interest payments.
Contractual Right. The right to indemnification or to the reimbursement or advancement of expenses pursuant to this Article Sixth or a resolution or agreement authorized pursuant to this Article Sixth (a) is a contract right pursuant to which the person entitled thereto may bring suit as if the provisions hereof (or of any such resolution) were set forth in a separate written contract between the Corporation and such person, (b) is intended to be retroactive and, to the extent permitted by law, shall be available with respect to events occurring prior to the adoption hereof, and (c) shall continue to exist after the rescission or restrictive modification hereof with respect to events occurring prior thereto. The Corporation shall not be obligated under this Article Sixth to make any payment hereunder to the extent the person seeking indemnification hereunder has actually received payment of the amounts otherwise indemnifiable hereunder.
Contractual Right. The right of the Earnout Pre-Closing Company Securityholders to receive the Earnout Shares (i) is solely a contractual right, will not be evidenced by a certificate or other instrument and does not constitute a security, (ii) may not be sold, assigned, transferred, pledged, encumbered or in any other manner transferred or disposed of, in whole or in part, other than upon written notice to New JAWS pursuant to a Permitted Transfer, and (iii) does not give the Earnout Pre-Closing Company Securityholders any right to receive interest payments (except for the right to receive Earnout Shares that will be treated as interest as described in Section 2.2(b)). For purposes of this Agreement, “Permitted Transfer” means: (A) a transfer on death by will or intestacy; (B) a transfer by instrument to an inter vivos or testamentary trust for beneficiaries upon the death of the trustee; (C) a transfer made pursuant to a court order of a court of competent jurisdiction (such as in connection with divorce, bankruptcy or liquidation); (D) a transfer by a partnership or limited liability company through a distribution to its partners or members, as applicable, in each case without consideration; (E) a transfer made by operation of law (including a consolidation or merger) or as pursuant to the dissolution, liquidation or termination of any corporation, limited liability company, partnership or other entity or (F) a transfer by an Earnout Pre-Closing Company Securityholder that is a venture capital or investment fund to an Affiliate.
Contractual Right. Each Purchaser’s rights pursuant to this Agreement and its Production Payment Interest are contractual in nature. This Agreement, and the Production Payment Interests, do not convey any interest in real property.
