Company Agreement. The Company hereby consents to the assumption set forth herein and agrees that, unless the context of the Standstill Agreement otherwise requires, Assignee will be substituted for Assignor for all such purposes of the Standstill Agreement and will be 14 Note to form: to be included if Subsequent Transferee is not an Affiliate of Assignor and was not an Affiliate of Assignor as of the Effective Date. 15 Note to form: to be included if the Block Sale Transferee accepts the board nomination rights. entitled to exercise any rights of the Assignor thereunder (other than any rights arising under Article 4 or Article 5 of the Standstill Agreement) and the Company will perform all of its obligations under the Standstill Agreement (other than the obligations arising under Article 4 or Article 5 of the Standstill Agreement).
Company Agreement. The Company agrees that any Event of Default shall constitute a default and an event of default under the SVB Agreements.
Company Agreement. The Company hereby acknowledges the restrictions on Transfers of Covered Shares contained in Section 4.1. The Company agrees (i) not to register the Transfer of any certificated or uncertificated interest representing any Covered Shares without the prior written consent of Parent and (ii) to take all such other actions reasonably necessary in furtherance of the Shareholder’s commitments hereunder, including (to the extent reasonably within the Company’s power) prohibiting or refusing to give effect to any action in violation hereof.
Company Agreement. If and to the extent requested by the managing underwriter in connection with any underwritten offering at the request of the Holders pursuant to Section 2.1, the Company shall agree not to effect any public sale or distribution of its equity securities, or any securities convertible into or exchangeable or exercisable for such securities, for its own account, during the seven days prior to and for a period of 90 days following the date of the final prospectus included in the registration statement relating to, or the closing of, any offering (except as part of such underwritten registration or pursuant to a registration on Form S-4 or Form S-8).
Company Agreement. The Company will (i) not effect any public sale or distribution of its equity securities, or any securities convertible into or exchangeable or exercisable for such securities, during the seven days prior to and during the 180-day period beginning on the effective date of any underwritten Demand Registration or any underwritten Piggyback Registration (except as part of such underwritten registration or pursuant to registrations on Form S-4 or S-8 or any successor form), unless the underwriters managing the registered public offering otherwise agree, and (ii) cause each holder of shares of Common Stock, or any securities convertible into or exchangeable or exercisable for shares of Common Stock, purchased from the Company at any time after the date of this Agreement (other than in a registered public offering) to agree not to effect any public sale or distribution (including sales pursuant to Rule 144) of any such securities during such period (except as part of such underwritten registration, if otherwise permitted), unless the underwriters managing the registered public offering otherwise agree.
Company Agreement. The Seller shall have executed and delivered an amendment to Company’s limited liability agreement reflecting the deemed capital contribution by Seller described in Section 2.02.
Company Agreement. This operating agreement including all amendments adopted in accordance with this Company Agreement and the Act.
Company Agreement. The Company agrees (a) not to register the Transfer of any certificated or uncertificated interest representing any Covered Shares or the conversion of any shares of Company Class A Stock into shares of Company Common Stock in violation of this Agreement and (b) to take all such other actions reasonably requested in writing by a Shareholder, at the Company’s sole cost and expense, in furtherance of such Shareholder’s commitments hereunder, including (to the extent reasonably within the Company’s power) prohibiting or refusing to give effect to any action in violation hereof.
Company Agreement. This Operating Agreement, which shall constitute the limited liability company agreement of the Company for purposes of the Act, including all amendments adopted in accordance with this Company Agreement and the Act.
Company Agreement. The Company Agreement of the Company, as in effect immediately prior to the Effective Time shall be the Company Agreement of the Surviving Organization until the same shall be altered or amended.
