Bring-Along Obligations Sample Clauses

Bring-Along Obligations. (a) Except for a Transfer to a Permitted Transferee, if any Stockholder or any Stockholders representing more than 50% of the voting power of the capital stock of the Company, (“Exiting Stockholders”), acting together or pursuant to a common plan, understanding, or arrangement (i) enter into an agreement to Transfer to any Person or Group, in a bona fide arms-length transaction, all of the Securities Beneficially Owned by such Stockholder, (ii) request that the Company consolidate or merge with any Person (in a consolidation or merger in which stockholders of the Company receive cash or securities of any other Person upon such consolidation or merger) or (iii) request that the Company sell all or substantially all of the assets of the Company, to a Person (the Person or Group referred to in clause (i), clause (ii) or clause (iii) being referred to herein as “Exit Transferees” and any of the transactions referred to in clause (i), clause (ii) or clause (iii) being referred to herein as an “Exit Transfer”), then, subject to the terms of this Section 6.1, such Exiting Stockholders may elect to require that each of the other Stockholders (each, a “Bring-Along Stockholder”) Transfer to such Exit Transferees all of the Securities Beneficially Owned by such Bring-Along Stockholders, on the same terms and conditions as those applicable to the Exiting Stockholders (in the case of clause (i) of this Section 6.1(a)) and/or that each Bring-Along Stockholder vote (or consent in writing, as the case may be) in favor of the merger or consolidation or sale of assets (in the case of clause (ii) or (iii) of this Section 6.1(a)), and that such Stockholder shall in all other respects support the transaction contemplated by the Exit Transfer, provided, however, (i) that any proposed Exit Transfer shall be subject to the restrictions set forth in Section 2(a)(i) and Section 2(b) hereof and (ii) that the terms and conditions of the Exit Transfer shall give effect to the Series A Liquidation Preference, the Series A-1 Liquidation Preference, the Series B Liquidation Preference, the Series B-1 Liquidation Preference, the Series C Liquidation Preference, the Series A Absolute Liquidation Preference, the Series A-1 Absolute Liquidation Preference, the Series B Absolute Liquidation Preference and the Series B-1 Absolute Liquidation Preference as defined and set forth in the Certificate of Incorporation, as the case may be, of Exiting Stockholders and Bring-Along Stockholders. Notwith...
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Related to Bring-Along Obligations

  • Ongoing Obligations I reaffirm my ongoing obligations under the Anthera Pharmaceuticals, Inc. Confidentiality and Inventions Assignment Agreement between me and the Company dated _______________, 20__ (the “Confidentiality Agreement ”), including, without limitation, my obligations to maintain the confidentiality of all confidential and proprietary information of the Company, to return to the Company (in good condition) all of the Company’s equipment, property, and documents (whether in paper, electronic, or other format, and all copies thereof) that are in my possession or control, and refrain from certain solicitation activities for a twelve (12) month period after my employment ends. I acknowledge that the execution of Exhibit A to the Confidentiality Agreement, entitled “Anthera Pharmaceuticals, Inc. Termination Certification” (the “Certification”), is required by the Confidentiality Agreement and accordingly agree to sign and return to the Company, at the same time I return the Release, the Certification (attached hereto as Appendix A) as a condition to my entitlement to the Separation Benefits. I also reaffirm my ongoing obligations under the Anthera Pharmaceuticals, Inc. Statement of Company Policy Regarding Xxxxxxx Xxxxxxx and Disclosure of Material Non-Public Information (the “Xxxxxxx Xxxxxxx Policy”) and agree that those obligations continue to apply following my separation from employment, until such time as any material, nonpublic information possessed by me has become public or is no longer material, but not to exceed 12 months. Without limiting the foregoing, I acknowledge and agree that I shall continue to be subject to the remainder of any Quarterly Black-Out or Special Black-Out (as defined in the Xxxxxxx Xxxxxxx Policy), if such black-out period was instituted prior to my separation from employment.

  • Existing Obligations The terms of the Award Agreement shall not in any way (a) limit your obligations pursuant to any other agreements with the Corporation or any of its Affiliates or other corporate plans or policies applicable to you; or (b) limit the Corporation’s or your Employer’s rights to exercise any remedies it may have under Applicable Laws or under the terms of such other agreements, plans or policies.

  • Post-Closing Obligations Seller and Buyer agree to the following post-Closing obligations:

  • Closing Obligations At the Closing:

  • Surviving Obligations The obligations of the Company and your obligations under this Agreement shall survive the expiration of this Agreement to the extent necessary to give effect to this Agreement.

  • Filing Obligations The Master Servicer, the Trustee and each Seller shall reasonably cooperate with the Depositor in connection with the satisfaction of the Depositor's reporting requirements under the Exchange Act with respect to the Trust Fund. In addition to the information specified below, if so requested by the Depositor for the purpose of satisfying its reporting obligation under the Exchange Act, the Master Servicer, the Trustee and each Seller shall (and the Master Servicer shall cause each Subservicer to) provide the Depositor with (a) such information which is available to such Person without unreasonable effort or expense and within such timeframe as may be reasonably requested by the Depositor to comply with the Depositor's reporting obligations under the Exchange Act and (b) to the extent such Person is a party (and the Depositor is not a party) to any agreement or amendment required to be filed, copies of such agreement or amendment in EDGAR-compatible form.

  • Continuing Obligation Executive agrees that the agreement not to disclose Confidential Employer Information will be effective during Executive’s employment and continue even after Executive is no longer employed by Employer. Any obligation not to disclose any portion of any Confidential Employer Information will continue indefinitely unless such information (a) has become public knowledge through no fault of Executive; or (b) has been developed independently without any reference to any information obtained during Executive’s employment with Employer; or (c) must be disclosed in response to a valid order by a court or government agency or is otherwise required by law.

  • PRE-CLOSING OBLIGATIONS The Seller shall have performed and complied with all the obligations and conditions required by this Agreement to be performed or complied with by Seller at or prior to the Closing Date, including the execution and delivery of all documents and contracts required to be delivered at or before the Closing Date pursuant to this Agreement.

  • Continuing Obligations The obligations in this Clause 30 are continuing and, in particular, shall survive and remain binding on each Creditor Party for a period of 12 months from the earlier of:

  • Conflicting Obligations and Rights The Executive agrees to inform the Company of any apparent conflicts between the Executive’s work for the Company and any obligations the Executive may have to preserve the confidentiality of another’s proprietary information or related materials before using the same on the Company’s behalf. The Company shall receive such disclosures in confidence and consistent with the objectives of avoiding any conflict of obligations and rights or the appearance of any conflict of interest.

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