Assignment of the Rights of Company Stockholders in Default Sample Clauses

Assignment of the Rights of Company Stockholders in Default. Pursuant to Section 3.3(e) of Schedule V of the Acquisition Agreement, from and after [Insert Closing Date], to the extent the Designated Monitor notifies the Escrow Agent in writing that any Company Stockholder has not paid any amount due to the Designated Monitor under Schedule V of the Merger Agreement, the Escrow Agent shall not release any Escrowed Assets otherwise required to be released to such defaulting Company Stockholder hereunder. Upon the Final Release Date, if the Designated Monitor notifies the Escrow Agent in writing that the Company Stockholder has not then paid amounts due to the Designated Monitor, the Escrow Agent shall release to the Designated Monitor an amount of Escrowed Assets otherwise required to be released to such Company Stockholder pursuant to this Agreement to the extent reasonably necessary to refund all amounts due to the Designated Monitor as reflected in the Designated Monitor’s notice to the Escrow Agent. Each Company Stockholder’s rights to the Escrowed Assets in its Subaccount, to the extent reasonably necessary, in good faith judgment of the Designated Monitor, to refund such amounts due to the Designated Monitor, shall be, and shall be deemed for all purposes to have been, assigned to the Designated Monitor without the need for any further action on the part of the Company Stockholder. For the avoidance of doubt, the provisions of this Section 4.8 shall have no effect on the release to Parent of any Escrowed Assets to which it is entitled pursuant to the terms of the Acquisition Agreement and this Escrow Agreement.
Sample 1
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Related to Assignment of the Rights of Company Stockholders in Default

  • Rights of Initial Stockholders in Escrow Shares 4.1 VOTING RIGHTS AS A STOCKHOLDER. Subject to the terms of the Insider Letter described in Section 4.4 hereof and except as herein provided, the Initial Stockholders shall retain all of their rights as stockholders of the Company during the Escrow Period, including, without limitation, the right to vote such shares.

  • Rights of Assignees of Partnership Interests (a) Subject to the provisions of Sections 9.1 and 9.2 hereof, except as required by operation of law, the Partnership shall not be obligated for any purposes whatsoever to recognize the assignment by any Limited Partner of its Partnership Interest until the Partnership has received notice thereof.

  • Rights and Obligations Survive Exercise of the Warrant Except as otherwise provided herein, the rights and obligations of the Company and the Holder under this Warrant shall survive exercise of this Warrant.

  • Authorization of the Founder Shares The Founder Shares are duly authorized, validly issued, fully paid and non-assessable.

  • Assignment of Membership Interests The Assignment of Membership Interests shall have been fully executed and delivered to Purchaser.

  • Transfer of Shares After the Effective Time No transfers of Shares shall be made on the stock transfer books of the Surviving Corporation at or after the Effective Time.

  • Exchange, Transfer or Assignment of Warrant This Warrant is exchangeable, without expense, at the option of the Holder, upon presentation and surrender hereof to the Company or at the office of its stock transfer agent, if any, for other Warrants of different denominations, entitling the Holder or Holders thereof to purchase in the aggregate the same number of shares of Common Stock purchasable hereunder. Upon surrender of this Warrant to the Company or at the office of its stock transfer agent, if any, with the Assignment Form annexed hereto duly executed and funds sufficient to pay any transfer tax, the Company shall, without charge, execute and deliver a new Warrant in the name of the assignee named in such instrument of assignment and this Warrant shall promptly be canceled. This Warrant may be divided or combined with other Warrants that carry the same rights upon presentation hereof at the office of the Company or at the office of its stock transfer agent, if any, together with a written notice specifying the names and denominations in which new Warrants are to be issued and signed by the Holder hereof.

  • REGISTERED HOLDERS; CERTAIN RIGHTS WITH RESPECT TO GLOBAL NOTES Only the Holder of a Note will have rights under this Indenture as the owner of such Note. Without limiting the generality of the foregoing, Depositary Participants will have no rights as such under this Indenture with respect to any Global Note held on their behalf by the Depositary or its nominee, or by the Trustee as its custodian, and the Company, the Trustee and the Note Agents, and their respective agents, may treat the Depositary as the absolute owner of such Global Note for all purposes whatsoever; provided, however, that (A) the Holder of any Global Note may grant proxies and otherwise authorize any Person, including Depositary Participants and Persons that hold interests in Notes through Depositary Participants, to take any action that such Holder is entitled to take with respect to such Global Note under this Indenture or the Notes; and (B) the Company and the Trustee, and their respective agents, may give effect to any written certification, proxy or other authorization furnished by the Depositary.

  • CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE SECTION 8.1. Company May Consolidate, Etc.,

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