Common use of No Objections Clause in Contracts

No Objections. Each Investor agrees that in the event of an Approved Sale, it shall consent to and raise no objections against the Approved Sale, and if the Approved Sale is structured as (a) a merger or consolidation of the Company, or a sale of all or substantially all of the Company's assets, each such Holder shall waive any dissenters' rights, appraisal rights or similar rights in connection with such merger, consolidation or asset sale or (b) a sale of the stock of the Company, then each such Investor shall agree to sell its respective Shares on the terms and conditions approved by the Requisite Holders, PROVIDED, THAT, such terms do not provide that the Series A Holders, Series B Holders, Series C Holders or Series D Holders would receive less than the amount that would be distributed to such Holders in the event of a liquidation of the Company in accordance with the Company's Restated Certification of Incorporation. The Investors shall each take all necessary and desirable actions approved by the Requisite Holders, in connection with the consummation of the Approved Sale, including the execution of such agreements and such instruments and other actions reasonably necessary to (a) provide the representations, warranties, indemnities, covenants, conditions, non-compete agreements, escrow agreements and other provisions and agreements relating to such Approved Sale and (b) effectuate the allocation and distribution of the aggregate consideration upon the Approved Sale.

Appears in 1 contract

Samples: Rights Agreement (Jato Communications Corp)

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No Objections. Each Investor agrees that in the event of an Approved Sale, it shall consent to and raise no objections against the Approved Sale, and if the Approved Sale is structured as (ai) a merger or consolidation of the Company, or a sale of all or substantially all of the Company's assets, each such Holder Investor shall waive any dissenters' rights, appraisal rights or similar rights in connection with such merger, consolidation or asset sale or (bii) a sale of the stock of the Company, then each such Investor shall agree to sell its respective Shares on the terms and conditions approved by the Requisite Holders, PROVIDED, THAT, such terms do not provide that the Series A Holders, Series B Holders, Series C Holders or Series D Holders would receive less than the amount that would be distributed to such Series B Holders, Series C Holders or Series D Holders in the event of a liquidation of the Company in accordance with the Company's Restated Certification of Incorporation. The Investors shall each take all necessary and desirable actions approved by the Requisite Holders, in connection with the consummation of the Approved Sale, including the execution of such agreements and such instruments and other actions reasonably necessary to (ai) provide the representations, warranties, indemnities, covenants, conditions, non-compete agreements, escrow agreements and other provisions and agreements relating to such Approved Sale and (bii) effectuate the allocation and distribution of the aggregate consideration upon the Approved Sale.

Appears in 1 contract

Samples: Stockholders' Agreement (Jato Communications Corp)

No Objections. Each Investor agrees that in the event of an Approved Sale, it shall consent to and raise no objections against the Approved Sale, and if the Approved Sale is structured as (ai) a merger or consolidation of the Company, or a sale of all or substantially all of the Company's assets, each such Holder Investor shall waive any dissenters' rights, appraisal rights or similar rights in connection with such merger, consolidation or asset sale or (bii) a sale of the stock of the Company, then each such Investor shall agree to sell its respective Shares on the terms and conditions approved by the Requisite Holders, PROVIDED, THAT, such terms do not provide that the Series A Holders, Series B Holders, Series C Holders or Series D C Holders would receive less than the amount that would be distributed to such Series B Holders or Series C Holders in the event of a liquidation of the Company in accordance with the Company's Restated Certification of Incorporation. The Investors shall each take all necessary and desirable actions approved by the Requisite Holders, in connection with the consummation of the Approved Sale, including the execution of such agreements and such instruments and other actions reasonably necessary to (ai) provide the representations, warranties, indemnities, covenants, conditions, non-compete agreements, escrow agreements and other provisions and agreements relating to such Approved Sale and (bii) effectuate the allocation and distribution of the aggregate consideration upon the Approved Sale.

Appears in 1 contract

Samples: Stockholders' Agreement (Jato Communications Corp)

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No Objections. Each Investor agrees that in the event of an Approved Sale, it shall consent to and raise no objections against the Approved Sale, and if the Approved Sale is structured as (a) a merger or consolidation of the Company, or a sale of all or substantially all of the Company's assets, each such Holder shall waive any dissenters' rights, appraisal rights or similar rights in connection with such merger, consolidation or asset sale or (b) a sale of the stock of the Company, then each such Investor shall agree to sell its respective Shares on the terms and conditions approved by the Requisite Holders, PROVIDED, THAT, such terms do not provide that the Series A Holders, Series B Holders, Series C Holders or Series D C Holders would receive less than the amount that would be distributed to such Holders in the event of a liquidation of the Company in accordance with the Company's Restated Certification of Incorporation. The Investors shall each take all necessary and desirable actions approved by the Requisite Holders, in connection with the consummation of the Approved Sale, including the execution of such agreements and such instruments and other actions reasonably necessary to (a) provide the representations, warranties, indemnities, covenants, conditions, non-compete agreements, escrow agreements and other provisions and agreements relating to such Approved Sale and (b) effectuate the allocation and distribution of the aggregate consideration upon the Approved Sale.

Appears in 1 contract

Samples: Investors' Rights Agreement (Jato Communications Corp)

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