Other Shareholder Parent Sale Option Sample Clauses

Other Shareholder Parent Sale Option. (a) In the event that any Other Significant Shareholder has exercised its tag-along rights in respect of this Agreement or the Transactions pursuant to Section 11.4(III) of the Company Shareholders Agreement and elects not to become a Party to this Agreement in the position of a “Seller” by meeting the requirements of Section 10.1, such Other Significant Shareholder shall, prior to the expiration of the Tag Acceptance Period in respect of such Other Significant Shareholder, cause all, but not less than all, of its Other Shareholder Parents to become a Party to this Agreement in the position of a “Seller” (with all attendant rights, duties and obligations stated herein applicable to Sellers, with the same force and effect as if such Other Shareholder Parents had executed this Agreement on the date hereof) by delivering to Buyer and each other Seller then Party hereto, within such Tag Acceptance Period, a Seller Accession Agreement substantially in the form of Exhibit 1 duly executed by such Other Shareholder Parent, its related Other Significant Shareholder and each other Affiliate of such Other Shareholder Parent required to execute such agreement for purposes of Section 9 thereof, whereupon such Seller Accession Agreement and this Agreement shall immediately become the valid, legal and binding obligation of the executing Other Shareholder Parent and each such other signatory thereto, enforceable against such Other Shareholder Parent and other signatories by the other Parties hereto in accordance with its terms (such option, an “Other Shareholder Parent Sale Option”). Notwithstanding anything to the contrary in this Section 10.2, no Seller Accession Agreement executed by any Other Shareholder Parent and delivered to Buyer after the expiry of the Tag Acceptance Period, or that is not duly executed by all Persons contemplated to be a party thereto, shall have any force or effect or be effective to make the Person executing such document a Party hereto without the written consent of Buyer. For the avoidance of doubt, Other Shareholder Parents acceding to this Agreement pursuant to this Section 10.2 shall not be required to provide an Acceptable Letter of Credit.
Sample 1
AutoNDA by SimpleDocs

Related to Other Shareholder Parent Sale Option

  • Company Shareholder Approval The Company Shareholder Approval shall have been obtained.

  • Acquisition Shares The Acquisition Shares when delivered to the Vendor shall be validly issued and outstanding as fully paid and non-assessable shares, subject to the provisions of this Agreement, and the Acquisition Shares shall be transferable upon the books of the Purchaser, in all cases subject to the provisions and restrictions of all applicable securities laws. Non-Merger and Survival

  • 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.

  • Stockholder Rights Plans If the Company has a stockholder rights plan in effect upon conversion of the Notes, each share of Common Stock, if any, issued upon such conversion shall be entitled to receive the appropriate number of rights, if any, and the certificates representing the Common Stock issued upon such conversion shall bear such legends, if any, in each case as may be provided by the terms of any such stockholder rights plan, as the same may be amended from time to time. However, if, prior to any conversion of Notes, the rights have separated from the shares of Common Stock in accordance with the provisions of the applicable stockholder rights plan, the Conversion Rate shall be adjusted at the time of separation as if the Company distributed to all or substantially all holders of the Common Stock Distributed Property as provided in Section 14.04(c), subject to readjustment in the event of the expiration, termination or redemption of such rights.

  • 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.

  • Stockholder Rights Plan No claim will be made or enforced by the Company or, with the consent of the Company, any other Person, that any Purchaser is an “Acquiring Person” under any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or similar anti-takeover plan or arrangement in effect or hereafter adopted by the Company, or that any Purchaser could be deemed to trigger the provisions of any such plan or arrangement, by virtue of receiving Securities under the Transaction Documents or under any other agreement between the Company and the Purchasers.

  • Stockholder Consent (a) So long as the Board of Directors of the Company shall not have withdrawn, modified or changed its recommendation in accordance with the provisions of Section 7.8(b) hereof, the Company, acting through its Board of Directors, shall, in accordance with Delaware law and its certificate of incorporation and by-laws, take all actions reasonably necessary to establish a record date for, duly call, give notice of, convene, and hold a stockholders meeting for the purpose of obtaining the requisite approval and adoption of this Agreement and the transactions contemplated hereby by the Stockholders. The Company shall notify each Stockholder, whether or not entitled to vote, of the proposed Company stockholders’ meeting. Such meeting notice shall state that the purpose, or one of the purposes, of the meeting is to consider the Merger and shall contain or be accompanied by a copy or summary of this Agreement. Notwithstanding the foregoing, the Board of Directors of the Company shall not be required to take all actions reasonably necessary to establish a record date for, duly call, give notice of, convene and hold a stockholders meeting for the purpose of obtaining the requisite approval and adoption of this Agreement and the transactions contemplated hereby by the Stockholders if the Company’s Board of Directors and the requisite Stockholders otherwise take all actions reasonably necessary to approve this Agreement and the transactions contemplated hereby by written consent in lieu of a meeting of the stockholders of the Company to the extent permitted by applicable law.

  • Parent Shareholder Approval The Parent Shareholder Approval shall have been obtained.

  • Merger Shares The Merger Shares have been duly authorized and, when issued in consideration for the conversion of the Company Shares, as a result of the Merger and pursuant to the terms hereof, will be validly issued, fully paid and non-assessable, and not subject to any liens, pledges, charges, encumbrances, restrictions of any kind, preemptive rights or any other rights or interests of third parties or any other encumbrances, except for applicable securities law restrictions on transfer, including those imposed by Regulation D or Section 4(2) of the Securities Act and Rule 144 promulgated under the Securities Act and under applicable “blue sky” state securities laws. Assuming that all of the holders of Company Shares are “accredited investors,” as such term is defined in Regulation D promulgated under the Securities Act, and that all such Persons have complied with all of the terms and conditions of this Agreement, the offer and sale of the Merger Shares under this Agreement will be exempt from the registration requirements of the Securities Act and in compliance with all federal and state securities laws.

  • 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.

Time is Money Join Law Insider Premium to draft better contracts faster.