Investment Agreements. STOCKHOLDERS shall each have executed and delivered to MARINEMAX and NEWCO an investment agreement, in form and content as set forth in Annex VII attached hereto (the "Investment Agreement").
Investment Agreements. 30 8.2 Legal Conditions to the Merger...............................................................................31 8.3
Investment Agreements. In accordance with Section 6.01, Investment Agreements substantially in the form attached hereto as Exhibit A (the "Investment Agreements") will be executed and delivered to XxXxxx by the Company Stockholders and each such Investment Agreement constitutes a legal, valid and binding obligation of the respective Company Stockholder who is a party thereto, enforceable against such Company Stockholder in accordance with its terms.
Investment Agreements. (a) As promptly as practicable after the date of this Merger Agreement, the Company shall use its best efforts to obtain Investment Agreements from each Company Stockholder who is to receive shares of XxXxxx Common Stock in the Merger.
(b) The parties hereto acknowledge, agree, and confirm that the XxXxxx Common Stock to be issued pursuant to Section 2.01,(i) will not be registered under the Securities Act of 1933, as amended (as defined in Article X), or registered or qualified under any state securities laws, (ii) must be held indefinitely unless a subsequent disposition thereof is made pursuant to an effective registration thereof under the Securities Act or is exempt from such registration and cannot be offered for sale, sold or otherwise transferred unless the XxXxxx Common Stock is subsequently so registered or qualified for exemption from registration under the Securities Act, (iii) will bear a legend to that effect (and XxXxxx will make a notation on its transfer of books to that effect), and (iv) will be considered "registered securities" within the meaning of Rule 144 of the Securities Act; Rule 144 may not be available to exempt from the registration requirements of the Securities Act the sale of such "restricted securities;" if Rule 144 is available, sale may be made in reliance upon Rule 144 only in accordance with the terms and conditions of Rule 144; and if an exemption for such sale is not available, registration of the XxXxxx Common Stock may be required, but XxXxxx is under no obligation to register the XxXxxx Common Stock or to facilitate compliance or to comply with any exemption, except as expressly set out in Section 6.19 below.
Investment Agreements. (a) As of the date hereof, BANC has made available to PACW true, correct and complete copies of each Investment Agreement and (i) the Investment Agreements have not been amended or modified in any manner and (ii) the respective commitments contained therein have not been terminated, reduced, withdrawn or rescinded in any respect by any party thereto, and no such termination, reduction, withdrawal or rescission is contemplated by BANC or to BANC’s knowledge, any other party thereto.
(b) As of the date hereof, the Investment Agreements are in full force and effect and constitute the valid, binding and enforceable obligation of BANC and to BANC’S knowledge, the other parties thereto, enforceable in accordance with their terms (subject to the Enforceability Exceptions). As of the date hereof, there are no conditions precedent or other contingencies related to the funding of the full amount of the Equity Financing contemplated by the Investment Agreements, other than the conditions precedent set forth in the Investment Agreements or this Agreement (such conditions precedent, the “Financing Conditions”). As of the date hereof and assuming the satisfaction of the conditions set forth in Section 7.1 and Section 7.2 of this Agreement as well as the satisfaction of the other Financing Conditions, BANC has no reason to believe that (i) any of the Financing Conditions will not be satisfied on or prior to the Closing Date or (ii) the Equity Financing contemplated by the Investment Agreements will not be available to BANC on the Closing Date.
(c) There are no side letters, understandings or other agreements, contracts or arrangements of any kind relating to Equity Financing to which BANC or any of its affiliates is a party that would reasonably be expected to adversely affect the conditionality, availability or amount of the Equity Financing contemplated by the Investment Agreements.
Investment Agreements. The Company shall have executed and delivered investment agreements with the shareholders of AAC who receiver Merger Consideration including shares of Preferred Stock.
Investment Agreements. 30 K Knowledge..............................................44 L Lease..................................................14 Leases.................................................14 Liens...................................................6 M
Investment Agreements. (a) With respect to each Investment Agreement, the Company Shareholders and the Company hereby agree that from the date hereof until the earlier of (x) termination of this Agreement and (y) termination of such Investment Agreement pursuant to Section 5.1(b), none of them shall, or shall agree to, amend, modify or vary such Investment Agreement.
(b) Each of the Company Shareholders and the Company hereby agrees that, in accordance with the terms thereof, (i) the Investment Agreements, (ii) any rights of such Company Shareholder under the Investment Agreements and (iii) any rights under any other agreement providing for redemption rights, put rights, purchase rights or other similar rights not generally available to the shareholders of the Company, shall be terminated effective as of the First Effective Time, and thereupon shall be of no further force or effect, without any further action on the part of any of the Company Shareholders or the Company, and neither the Company, the Company Shareholders, nor any of their respective affiliates or subsidiaries shall have any further rights, duties, liabilities or obligations thereunder.
Investment Agreements. All of the Investment Agreements with all Holders (other than the Investor) are in the same form as, and contain the same terms and conditions as, this Agreement, except for such modifications and changes to any Investment Agreement as disclosed to the Investor prior to the execution of this Agreement by the Investor.
Investment Agreements. Without the prior consent of the Investor, which consent will not be unreasonably delayed, the Company will not amend, modify or supplement any Investment Agreement.
