Common use of Additional Securities; Certain Events Clause in Contracts

Additional Securities; Certain Events. (a) In the event any Company Preferred Stockholder becomes the record or beneficial owner of (i) any shares of Company Common Stock or any other securities of the Company, (ii) any securities which may be converted into or exchanged for such shares or other securities or (iii) any securities issued in replacement of, or as a dividend or distribution on, or otherwise in respect of, such shares or other securities (collectively, “Additional Securities”), then the terms of this Agreement shall apply to any of such Additional Securities and such Additional Securities shall be considered Voting Shares for purposes hereof. Each Company Preferred Stockholder agrees not to purchase or in any other manner acquire beneficial ownership of any Additional Securities without Parent’s prior written consent. (b) Each Company Preferred Stockholder agrees that this Agreement and the obligations hereunder shall attach to the Voting Shares and shall be binding upon any Person to which legal or beneficial ownership of the Voting Shares shall pass, whether by operation of law or otherwise, including, without limitation, such Company Preferred Stockholder’s successors or assigns. Notwithstanding any Transfer of the Voting Shares, the transferor shall remain liable for the performance of all of the obligations of the Company Preferred Stockholder under this Agreement.

Appears in 4 contracts

Samples: Merger Agreement (Collagenex Pharmaceuticals Inc), Merger Agreement (Galderma Laboratories, Inc.), Preferred Stock Purchase and Voting Agreement (Galderma Laboratories, Inc.)

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Additional Securities; Certain Events. (a) In the event any Company Preferred Stockholder becomes the record or beneficial owner of (i) any additional shares of Company Common Stock or any other securities of the Company, (ii) any securities which may be converted into or exchanged for such shares or other securities or (iii) any securities issued in replacement of, or as a dividend or distribution on, or otherwise in respect of, such shares or other securities (collectively, "Additional Securities"), then the terms of this Agreement shall apply to any of such Additional Securities and such Additional Securities shall be considered Voting Subject Shares for purposes hereof. Each Company Preferred Stockholder agrees not to purchase or in any other manner acquire beneficial ownership of any Additional Securities (other than upon exercise of any Subject Warrants) without Parent’s 's prior written consent. (b) Each Company Preferred Stockholder agrees that this Agreement and the obligations hereunder shall attach to the Voting Subject Shares and Subject Warrants and shall be binding upon any Person to which legal or beneficial ownership of the Voting Subject Shares and Subject Warrants shall pass, whether by operation of law or otherwise, including, without limitation, such Company Preferred Stockholder’s 's successors or assigns. Notwithstanding any Transfer of the Voting SharesSubject Shares and Subject Warrants, the transferor shall remain liable for the performance of all of the obligations of the Company Preferred Stockholder under this Agreement. (c) Each Stockholder consents to the treatment of the Subject Warrants contemplated by Section 1.17 of the Merger Agreement.

Appears in 1 contract

Samples: Tender and Support Agreement (Apax Managers Inc)

Additional Securities; Certain Events. (a) In the event any Company Preferred the Stockholder becomes the record or beneficial owner of (i) any additional shares of Company Common Stock Ordinary Shares or any other securities of the Company, (ii) any securities which that may be converted into or exchanged for such shares or other securities or (iii) any securities issued in replacement of, or as a dividend or distribution on, or otherwise in respect of, such shares or other securities (collectively, “Additional Securities”), then the terms of this Agreement shall apply to any of such Additional Securities and such Additional Securities shall be considered Voting deemed Subject Shares for purposes hereof. Each Company Preferred The Stockholder agrees shall not to purchase or in any other manner acquire beneficial ownership of any Additional Securities without ParentFrutarom’s prior written consent. (b) Each Company Preferred The Stockholder agrees that this Agreement and the obligations hereunder shall attach to the Voting Subject Shares and shall be binding upon any Person to which legal or beneficial ownership of the Voting Subject Shares shall pass, whether by operation of law or otherwise, including, without limitation, such Company Preferred the Stockholder’s successors or assigns. Notwithstanding any Transfer of the Voting Subject Shares, the transferor shall remain liable for the performance of all of the obligations of the Company Preferred Stockholder under this Agreement.

Appears in 1 contract

Samples: Tender and Support Agreement (Frutarom LTD)

Additional Securities; Certain Events. (a) In the event any Company Preferred the Stockholder becomes the record or beneficial owner of (i) any additional shares of Company Common Stock or any other securities of the Company, (ii) any securities which may be converted into or exchanged for such shares or other securities or (iii) any securities issued in replacement of, or as a dividend or distribution on, or otherwise in respect of, such shares or other securities (collectively, “Additional Securities”), then the terms of this Agreement shall apply to any of such Additional Securities and such Additional Securities shall be considered Voting Subject Shares for purposes hereof. Each Company Preferred The Stockholder agrees not to purchase or in any other manner acquire beneficial ownership of any Additional Securities (other than upon exercise of any Subject Options or the vesting of Subject RSUs) without Parent’s prior written consent. (b) Each Company Preferred The Stockholder agrees that this Agreement and the obligations hereunder shall attach to the Voting Shares Subject Shares, Subject Options and Subject RSUs and shall be binding upon any Person to which legal or beneficial ownership of the Voting Shares Subject Shares, Subject Options and Subject RSUs shall pass, whether by operation of law or otherwise, including, without limitation, such Company Preferred the Stockholder’s successors or assigns. Notwithstanding any Transfer of the Voting Subject Shares, Subject Options and Subject RSUs, the transferor shall remain liable for the performance of all of the obligations of the Company Preferred Stockholder under this Agreement.

Appears in 1 contract

Samples: Tender and Support Agreement (Amazon Com Inc)

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Additional Securities; Certain Events. (a) In the event any Company Preferred Stockholder becomes the record or beneficial owner of (i) any additional shares of Company Common Stock or any other securities of the Company, (ii) any securities which may be converted into or exchanged for such shares or other securities or (iii) any securities issued in replacement of, or as a dividend or distribution on, or otherwise in respect of, such shares or other securities (collectively, “Additional Securities”), then the terms of this Agreement shall apply to any of such Additional Securities and such Additional Securities shall be considered Voting Subject Shares for purposes hereof. Each Company Preferred Stockholder agrees not to purchase or in any other manner acquire beneficial ownership of any Additional Securities (other than upon exercise of any Subject Warrants) without Parent’s prior written consent. (b) Each Company Preferred Stockholder agrees that this Agreement and the obligations hereunder shall attach to the Voting Subject Shares and Subject Warrants and shall be binding upon any Person to which legal or beneficial ownership of the Voting Subject Shares and Subject Warrants shall pass, whether by operation of law or otherwise, including, without limitation, such Company Preferred Stockholder’s successors or assigns. Notwithstanding any Transfer of the Voting SharesSubject Shares and Subject Warrants, the transferor shall remain liable for the performance of all of the obligations of the Company Preferred Stockholder under this Agreement. (c) Each Stockholder consents to the treatment of the Subject Warrants contemplated by Section 1.17 of the Merger Agreement.

Appears in 1 contract

Samples: Tender and Support Agreement (Amazon Com Inc)

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