Founders Agreement. The Company and each of the parties named therein shall enter into that certain Founders Repurchase and Rights Agreement (the “Founders Agreement”) in form and substance as set forth in Exhibit F attached hereto.
Founders Agreement. Except as expressly amended hereby, the Founders Agreement shall continue in full force and effect. In the event of any inconsistency or conflict between this Amendment and the Founders Agreement, the terms, conditions and provisions of this Amendment shall govern and control.
Founders Agreement. The Company and each of the Founders have entered into a stock purchase agreement or restricted stock agreement, as applicable, for his or her shares of Company stock wherein such Founder' s shares are subject to vesting. This vesting is for a four-year vesting period beginning from the date of incorporation of the Company and includes share repurchase language ("Founder Vesting Language").The Founders ft.uther represent and warrant that Founder Vesting Language has been included in a Founders Agreement or such similar agreement which has been approved by the Investor prior to the commencement of the Program. The Founders agree that any exception to the Standard Founder Vesting Language has been expressly approved by the Investoi- and is detailed in the Schedule of Exceptions herein. The Company and the Founders hereby agree that any change made to the Standard Founder Vesting Language prior to an Equity Financing must be expressly approved by the Investor in writi ng.
Founders Agreement a. Fortress hereby irrevocably waives its right to receive the following due to it under the Founders Agreement for the duration of the Term:
i. equity fees in Common Shares equal to two and one half percent (2.5%) of the gross amount of any equity or debt financing for the Company, as set forth in Section 1.2(d) of the Founders Agreement;
ii. a change in control fee equal to five times (5x) the product of (i) net sales for the twelve (12) months immediately preceding a change in control of the Company and (ii) four and one-half percent (4.5%), as set forth in Section 1.2(e) of the Founders Agreement;
iii. cash fees equal to four and one half percent (4.5%) of the Company’s annual net sales of the Product, as defined in the Founders Agreement, as set forth in Section 1.2(f) of the Founders Agreement; and
iv. any fees, payments, reimbursements or other distributions not covered by clauses i, ii or iii above.
b. Each of Fortress and the Company hereby agrees that the Founders Agreement shall automatically terminate without any liability to the Company immediately prior to the Second Stage Closing Date; no further notice or action by Fortress or Buyer shall be required to effect such termination.
Founders Agreement. Parties: HC, LF, and Newco (under incorporation).
Founders Agreement. The Company shall have entered into a Founder's Agreement with each of the Founders.
Founders Agreement. The Company hereby represents and warrants to the Investor that the various representations and warranties made by it under the Founders Agreement shall be incorporated, mutatis mutandis, into this Agreement, as though such representations and warranties had been made directly to the Investor pursuant to this Agreement.
Founders Agreement. The Company and each Seller hereby consents to waive the application of any provision of the Founders Agreement to the transactions contemplated hereby (other than the provisions relating to the “Limited Share Value” of certain Stock held by Xxxx Xxxxxxx Xxxxxxx and the distribution of the “Excess Amount Per Share” (in each case, as those terms are defined and used in the Founders Agreement)) and hereby agree that the Founders Agreement shall automatically terminate and be of no further force or effect without further action of any Seller or the Company upon the Closing.
Founders Agreement. The Founder shall have executed and delivered to the Company a Confidentiality. Assignment of Inventions and Non-Competition Agreement in the form attached hereto as Exhibit B.
