Company Shares Held by Non-Accredited Company Stockholders and Certain Other Company Stockholders Sample Clauses

Company Shares Held by Non-Accredited Company Stockholders and Certain Other Company Stockholders. Notwithstanding anything to the contrary herein, with respect to (1) Company Shares held by a Non-Accredited Company Stockholder and (2) at the election of the Company, in the event of a Private Company Closing, each Company Stockholder that does not execute and delivery a Merger Support Agreement by no later than ten (10) Business Day prior to Closing, each such Company Share issued and outstanding immediately prior to the Effective Time (except in the case of Dissenting Shares, if any) shall be automatically converted into the right to receive, subject to and in accordance with Section ‎1.4 and ‎Article 8, an amount of cash, without interest, (A) (i) with respect to each share of Company Common Stock, equal to the Per Common Share Merger Consideration payable with respect to such Company Share, less such Company Stockholder’s Indemnity Escrow Per Share Amount, Adjustment Escrow Per Share Amount, and Expense Fund Per Share Amount, or (ii) with respect to each share of each class or series of Company Preferred Stock, equal to the Per Preferred Share Merger Consideration payable with respect to such Company Share, less such Company Stockholder’s Indemnity Pro Rata Share in each of the Indemnity Escrow Per Share Amount, Adjustment Escrow Per Share Amount, and Expense Fund Per Share Amount, and (B) the right to receive, with respect to each Company Share, any cash disbursements that may become payable in the future with respect to such holder’s shares from the Indemnity Escrow Amount, the Adjustment Escrow Amount and the Expense Fund, or the Acquirer pursuant to Section ‎1.11(d)(ii), in accordance with the terms of this Agreement and the Escrow Agreement.
Sample 1
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Related to Company Shares Held by Non-Accredited Company Stockholders and Certain Other Company Stockholders

  • Company Shares If the managing underwriter has not limited the number of Registrable Securities to be underwritten, the Company may include securities for its own account or for the account of others in such registration if the managing underwriter so agrees and if the number of Registrable Securities which would otherwise have been included in such registration and underwriting will not thereby be limited.

  • 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.

  • Stockholder Lock-Ups The Company has caused to be delivered to you prior to the date of this Agreement a letter, in the form of Exhibit A hereto (the “Lock-Up Agreement”), from each individual or entity listed on Schedule IV. The Company will enforce the terms of each Lock-Up Agreement and issue stop-transfer instructions to the transfer agent for the Common Stock with respect to any transaction or contemplated transaction that would constitute a breach of or default under the applicable Lock-Up Agreement.

  • No Stockholder Rights This Warrant in and of itself shall not entitle the Holder to any voting rights or other rights as a stockholder of the Company.

  • Parent Shares All outstanding Parent Shares, and all Parent Shares, which may be issued pursuant to this Agreement shall when issued in accordance with this Agreement be, duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights.

  • Shell Company Status The Company is not, and has never been, an issuer identified in, or subject to, Rule 144(i).

  • Rights as a Stockholder The Participant shall have no rights as a stockholder with respect to any shares covered by the Option unless and until the Participant has become the holder of record of the shares, and no adjustments shall be made for dividends in cash or other property, distributions or other rights in respect of any such shares, except as otherwise specifically provided for in the Plan.

  • Stockholder Rights The holder of this option shall not have any stockholder rights with respect to the Option Shares until such person shall have exercised the option, paid the Exercise Price and become a holder of record of the purchased shares.

  • Notes Held by Company, Etc Solely for the purpose of determining whether the holders of the requisite percentage of the aggregate principal amount of Notes then outstanding approved or consented to any amendment, waiver or consent to be given under this Agreement or the Notes, or have directed the taking of any action provided herein or in the Notes to be taken upon the direction of the holders of a specified percentage of the aggregate principal amount of Notes then outstanding, Notes directly or indirectly owned by the Company or any of its Affiliates shall be deemed not to be outstanding.

  • RIGHTS AS A STOCKHOLDER, DIRECTOR, EMPLOYEE OR CONSULTANT The Participant shall have no rights as a stockholder with respect to any shares covered by the Option until the date of the issuance of the shares for which the Option has been exercised (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company). No adjustment shall be made for dividends, distributions or other rights for which the record date is prior to the date the shares are issued, except as provided in Section 9. If the Participant is an Employee, the Participant understands and acknowledges that, except as otherwise provided in a separate, written employment agreement between a Participating Company and the Participant, the Participant’s employment is “at will” and is for no specified term. Nothing in this Option Agreement shall confer upon the Participant any right to continue in the Service of a Participating Company or interfere in any way with any right of the Participating Company Group to terminate the Participant’s Service as a Director, an Employee or Consultant, as the case may be, at any time.

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