Additional Exchange Agreements Sample Clauses

Additional Exchange Agreements. (a) The Company and Buyer Parent will cooperate with each other and the Rolling Stockholders in connection with the execution and delivery of the Exchange Agreements prior to the Exchange Date, and the consummation of the Initial Exchanges on the Exchange Date, in accordance with the terms of this Section 8.9(a). Without limiting the foregoing, if prior to the Exchange Date (x) an Entry Level Rolling Stockholder executes and delivers to Buyer Parent an Additional Rolling Stockholder Exchange Agreement substantially in the form of Exhibit C providing for an exchange of Company Common Shares and Company Stock Rights equal to at least 25% and no greater than 80% (which percentage shall be subject to reduction in the event that such Entry Level Rolling Stockholder is obligated to pay a portion of the proceeds to third parties and has not made satisfactory alternative arrangements to ensure sufficient free cash proceeds) of such Entry Level Rolling Stockholder’s Full Share Amount, or (y) a Lead Rolling Stockholder or Senior Rolling Stockholder executes and delivers to Buyer Parent an Additional Rolling Stockholder Exchange Agreement substantially in the form of Exhibit C providing for an exchange of Company Common Shares and Company Stock Rights equal to at least 40% and no greater than 80% (which percentage shall be subject to reduction in the event that such Lead Rolling Stockholder or Senior Rolling Stockholder is obligated to pay a portion of the proceeds to third parties and has not made satisfactory alternative arrangements to ensure sufficient free cash proceeds) of such Lead Rolling Stockholder’s or Senior Rolling Stockholder’s Full Share Amount, then Buyer Parent shall execute such Additional Exchange Agreement and deliver it to such Rolling Stockholder; provided, however, that if such delivery occurs after the date that is twenty-one (21) days prior to the Exchange Date (such date, the “Exchange Agreement Cut-Off Date”) and provides for the exchange of a number of Company Common Shares and Company Stock Rights that is greater than 40% of such Rolling Stockholder’s Full Share Amount, then such Rolling Stockholder shall only be permitted to exchange Company Common Shares and Company Stock Rights representing 40% of such Rolling Stockholder’s Full Share Amount unless Buyer Parent consents, in its sole discretion, to the exchange of the greater number of Company Common Shares and Company Stock Rights. In the event that any Rolling Stockholder executes and...
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Related to Additional Exchange Agreements

  • Exchange Agreement As a condition of the Holder’s receipt and acceptance of this Purchase Warrant, Xxxxxx agrees that, at any time prior to the complete exercise of this Purchase Warrant by Holder, if the Company and the Underwriter enter into an agreement (“Exchange Agreement”) pursuant to which they agree that all outstanding Purchase Warrants will be exchanged for securities or cash or a combination of both, then Holder shall agree to such exchange and become a party to the Exchange Agreement.

  • Amendments to the Merger Agreement The Merger Agreement is hereby amended as follows:

  • Acquisition Agreements If the Equipment is subject to any Acquisition Agreement, Lessee, as part of this lease, transfers and assigns to Lessor all of its rights, but none of its obligations (except for Lessee's obligation to pay for the Equipment conditioned upon Lessee's acceptance in accordance with Paragraph 6), in and to the Acquisition Agreement, including but not limited to the right to take title to the Equipment. Lessee shall indemnify and hold Lessor harmless in accordance with Paragraph 19 from any liability resulting from any Acquisition Agreement as well as liabilities resulting from any Acquisition Agreement Lessor is required to enter into on behalf of Lessee or with Lessee for purposes of this lease.

  • Investment Agreement AUGUST.2017 7

  • Parties to Lock-Up Agreements The Company has furnished to the Underwriters a letter agreement in the form attached hereto as Exhibit A (the “Lock-up Agreement”) from each of the persons listed on Exhibit B. Such Exhibit B lists under an appropriate caption the directors and executive officers of the Company. If any additional persons shall become directors or executive officers of the Company prior to the end of the Company Lock-up Period (as defined below), the Company shall cause each such person, prior to or contemporaneously with their appointment or election as a director or executive officer of the Company, to execute and deliver to the Representatives a Lock-up Agreement.

  • Amendments to Merger Agreement The Merger Agreement is hereby amended as follows:

  • Complete Agreement; Amendments This Amendment and the Loan Documents represent the entire agreement about this subject matter and supersede prior negotiations or agreements with respect to such subject matter. All prior agreements, understandings, representations, warranties, and negotiations between the parties about the subject matter of this Amendment and the Loan Documents merge into this Amendment and the Loan Documents.

  • Supplements and Amendments; Whole Agreement This Warrant may be amended or supplemented only by an instrument in writing signed by the parties hereto. This Warrant contains the full understanding of the parties hereto with respect to the subject matter hereof and thereof and there are no representations, warranties, agreements or understandings other than expressly contained herein and therein.

  • Share Purchase Agreement 33- --------------------------------------------------------------------------------

  • Closing Agreements On the Closing Date, the following activities shall occur, the following agreements shall be executed and delivered, and the respective parties thereto shall have performed all acts that are required by the terms of such activities and agreements to have been performed simultaneously with the execution and delivery thereof as of the Closing Date:

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