FOURTH AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT. The Company, each of the Remaining Stockholders and all individuals or entities who will hold immediately after the Closing any shares of Company Stock or any options, warrants or other rights to purchase any shares of Company Stock shall have executed and delivered, at or prior to the time of Closing, the Fourth Amended Stockholders' Agreement, provided that this condition will be deemed to have been satisfied even if holders of no more than 4,000 Shares of Company Stock (not including any Selling Shareholders), in the aggregate, on a fully converted basis, have not executed and delivered the Fourth Amended Stockholders’ Agreement at the time of Closing.
FOURTH AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT. THIS FOURTH AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT (this “Agreement”) is effective as of the [•] day of [•], 2014, by and among FMSA Holdings Inc., a Delaware corporation (hereinafter referred to as the “Company”), each of the Persons, other than the Company, whose names appear on Schedule I hereto, and each other Person hereafter becoming a party to this Agreement in accordance with the terms hereof or otherwise (all such Persons being hereinafter referred to individually as a “Stockholder” and collectively as the “Stockholders”).
FOURTH AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT. This Fourth Amended and Restated Stockholders Agreement (this “Agreement”), dated effective as of October 2, 2023 (the “Effective Date”), is entered into among Boxabl Inc., a Nevada corporation (the “Company”), each Person identified on Schedule A attached hereto (each, a “Current Stockholder” and collectively, the “Current Stockholders”), and each other Person who after the date hereof acquires Shares of the Company and becomes a party to this Agreement by executing a Joinder Agreement (all such Persons, collectively with the Current Stockholders, the “Stockholders”).
FOURTH AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT agreements, makewell agreements, keepwell agreements and any other agreements evidencing similar obligations and (b) any liability of such Person for the obligation of another through any agreement (contingent or otherwise) (1) to purchase, repurchase or otherwise acquire such obligation or any security therefor, or to provide funds for the payment or discharge of such obligation (whether in the form of loans, advances, stock purchases, capital contributions or otherwise) or (2) to maintain the solvency or any balance sheet item, level of income or financial condition of another if, in the case of any agreement described under subclauses (1) or (2) of this sentence, the primary purpose or intent thereof is as described in the preceding sentence. The amount of any Contingent Obligation shall be equal to the amount of the obligation so guaranteed or otherwise supported or, if less, the amount to which such Contingent Obligation is specifically limited.
FOURTH AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT or is nonrecourse to the credit of that Person, (ix) the face amount of all letters of credit or bankers’ acceptances that such Person is obligated to reimburse the related letter of credit bank for, (x) the principal balance outstanding under any synthetic lease, tax retention operating lease, off-balance sheet loan or similar off-balance sheet financing product, (xi) the Indebtedness of any partnership or unincorporated joint venture in which such Person is a general partner or a joint venturer, (xii) the obligation to make take-or-pay or similar payments if required regardless of non-performance by any other party or parties to an agreement, and (xiii) all Contingent Obligations with respect to items (i)-(xii) above; provided, however, any balances that constitute trade payables (including trade payables arising under the Motorola Distributor Documents) or liabilities arising from advance payments or customer deposits for goods and services sold by the Corporation or any of the Corporation’s Subsidiaries arising in the ordinary course of business shall not constitute Indebtedness. Obligations under Interest Rate Agreements and Currency Agreements constitute (1) in the case of Hedge Agreements, Contingent Obligations, and (2) in all other cases, investments, and in neither case constitute Indebtedness.
FOURTH AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT represent a majority of the shares of Common Stock issuable upon conversion of the Series B Preferred Stock and the Series C Preferred Stock.
FOURTH AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT. (including, but not limited to, the New Securities not agreed by the Investors to be purchased by them), at a price and on other terms no more favorable to such purchaser than those specified in such notice of offer to the Investors. However, if such sale or sales is or are not consummated within such sixty (60) day period as to any number of New Securities, the Corporation shall not sell such New Securities as shall not have been purchased within such period without again complying with this Section 2.3.1.
FOURTH AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT. Stockholders a written certificate, signed by the President of the Corporation, stating that in the good faith determination of the Board, such registration and offering would be seriously detrimental to any material transaction involving the Corporation; provided, however, that the Corporation may delay the filing or effectiveness of a Registration Statement pursuant to this Section 4.2.1.2 no more than two (2) times during the term of this Agreement, and then, as to each, for a period not in excess of ninety (90) days from the effective date of such offering, or the date of commencement of such other transaction, as the case may be, but in no event more than one hundred twenty (120) days from the date of a request for Registration pursuant to this Section 4.
FOURTH AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT businesses and the requirements of the marketing process) in the offering, marketing or selling of Registrable Shares in any underwritten offering including due diligence of the Corporation by third parties (including underwriters or managers for any proposed public offering).
FOURTH AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT. Xxxxxxxx’x Affiliates to the extent such claim arises out of or relates to any breach of the confidentiality provisions set forth in Section 13 hereof. Notwithstanding the foregoing, Mitsui acknowledges and agrees that this Section 10 does not affect in any way Mitsui’s obligations under the Business Collaboration Agreement.
