Post-Conversion Agreements Sample Clauses

Post-Conversion Agreements. In connection with any such conversion to corporate form, each holder of Preferred Units and each Founder (a “Restricted Party”) that is not party to the Registration Rights Agreement will enter into an agreement with the Company’s successor, agreeing that upon the request of the managing underwriter in such Public Offering or any subsequent public offering, such Restricted Party will not sell, grant any option for the purchase of, or otherwise dispose of any of the Company’s successor’s securities held by such Restricted Party (other than those included in such registration) without the prior written consent of such underwriter, for such period of time as may be requested by such underwriter (not to exceed (a) 180 days thereafter, in the case of the initial public offering of the Company’s successor’s Common Stock or (b) 90 days thereafter, in the case of any other registration (the “Lock-Up Period”)). In addition, for a period of two (2) years following the Public Offering, a Restricted Party (other than Riverside or its Affiliates) may only sell, grant an option for the purchase of or otherwise dispose of any of the Company’s successor securities held by such Restricted Party in such pro rata amount as Riverside and its Affiliates have sold prior to or contemporaneously with such sale by the Restricted Party; provided that such restrictions shall not apply to (i) securities held by Xxxxxxx (including securities held directly or indirectly via API), (ii) up to 50% of the securities held by Snow (including securities held directly or indirectly via API) as January 18, 2002 less any securities sold since such date and (iii) up to 5% every six (6) months of the securities held by Xxxxxxx (including securities held directly or indirectly via API) as of January 18, 2002 less any securities sold since such date (provided such securities are sold only following the expiration of the Lock-Up Period). Except as otherwise provided in this Agreement, upon any such conversion, (y) the rights and obligations of the Members under this Agreement shall terminate and (z) the covenants set forth in Article VI shall terminate.
Sample 1
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Post-Conversion Agreements. Upon completion of the rebuilding of the Galaxy Mall and the conversion of the Subscriber storefronts to the Netgateway ICC 2.0 platform, all as contemplated in the Statement of Work, the parties shall enter into such other and further agreements as they may deem necessary to carry out the intent of the parties in the ECS Agreement and this Form, including without limitation, agreements related to the operation of the Galaxy Mall and the sharing of revenues generated thereby. The parties agree that Subscriber shall cause all post-conversion Subscriber storefront owners to enter into and be bound by Netgateway's standard merchant terms and conditions and/or such other agreements as Netgateway and Subscriber may mutually deem necessary or appropriate.
Sample 1

Related to Post-Conversion Agreements

  • COMPLETE AGREEMENT; AMENDMENTS This Agreement is the complete and exclusive agreement between the parties with respect to the subject matter contemplated thereby. No modifications to this Agreement shall be made or binding unless made in writing and signed by all parties to this Agreement.

  • Complete Agreement; Amendment This Agreement constitutes the entire understanding between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous agreements in regard thereto. This Agreement cannot be modified except by an agreement in writing signed by both parties and specifically referring to this Agreement.

  • Exchange Agreement As a condition of the Holder’s receipt and acceptance of this Purchase Warrant, Xxxxxx agrees that, at any time prior to the complete exercise of this Purchase Warrant by Holder, if the Company and the Underwriter enter into an agreement (“Exchange Agreement”) pursuant to which they agree that all outstanding Purchase Warrants will be exchanged for securities or cash or a combination of both, then Holder shall agree to such exchange and become a party to the Exchange Agreement.

  • AGREEMENT AMENDMENTS This Agreement may be amended at any time by written instrument duly approved by the President or President's designee and accepted by Faculty Member; provided, however, no such written instrument shall be required for any increase in Faculty Member's salary or any improvement to the fringe benefits of Faculty Member's employment, or for promotion in rank, any of which may be accomplished at any time by official action of the Board of Regents of the University of Nebraska (Board) without the necessity for written modification or amendment of this Agreement. This Agreement and Appendix “A” attached hereto constitute the entire agreement between the parties. This Agreement supersedes all previous agreements between or among the parties. There are no agreements, representations or warranties between or among the parties other than those set forth in this Agreement or the documents and agreements referred to in this Agreement.

  • Acquisition Agreements If the Equipment is subject to any Acquisition Agreement, Lessee, as part of this lease, transfers and assigns to Lessor all of its rights, but none of its obligations (except for Lessee's obligation to pay for the Equipment conditioned upon Lessee's acceptance in accordance with Paragraph 6), in and to the Acquisition Agreement, including but not limited to the right to take title to the Equipment. Lessee shall indemnify and hold Lessor harmless in accordance with Paragraph 19 from any liability resulting from any Acquisition Agreement as well as liabilities resulting from any Acquisition Agreement Lessor is required to enter into on behalf of Lessee or with Lessee for purposes of this lease.

  • Lock-Up Agreement The Underwriters shall have received all of the Lock-Up Agreements referenced in Section 4 and the Lock-Up Agreements shall remain in full force and effect.

  • Investment Agreement AUGUST.2017 12

  • Lock-Up Agreements At the date of this Agreement, the Representatives shall have received an agreement substantially in the form of Exhibit C hereto signed by the persons listed on Schedule D hereto.

  • Waivers; Amendment; Joinder Agreements (a) No failure or delay on the part of any party hereto in exercising any right or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the parties hereto are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by any party therefrom shall in any event be effective unless the same shall be permitted by Section 5.02(b), and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on any party hereto in any case shall entitle such party to any other or further notice or demand in similar or other circumstances. (b) Neither this Agreement nor any provision hereof may be terminated, waived, amended or modified (other than pursuant to any Joinder Agreement) except pursuant to an agreement or agreements in writing entered into by each Authorized Representative and each Collateral Agent (and with respect to any such termination, waiver, amendment or modification which by the terms of this Agreement requires the Company’s consent or which increases the obligations or reduces the rights of the Company or any other Grantor, with the consent of the Company). (c) Notwithstanding the foregoing, without the consent of any First-Lien Secured Party, any Authorized Representative may become a party hereto by execution and delivery of a Joinder Agreement in accordance with Section 5.13 and upon such execution and delivery, such Authorized Representative and the Additional First-Lien Secured Parties and Additional First-Lien Obligations of the Series for which such Authorized Representative is acting shall be subject to the terms hereof and the terms of the Additional First-Lien Security Documents applicable thereto. (d) Notwithstanding the foregoing, without the consent of any other Authorized Representative or First-Lien Secured Party, the Collateral Agents may effect amendments and modifications to this Agreement to the extent necessary to reflect any incurrence of any Additional First-Lien Obligations in compliance with the Credit Agreement and the other Secured Credit Documents.

  • Stockholder Agreements Except as contemplated by or disclosed in the Transaction Agreements, such Founder is not a party to and has no knowledge of any agreements, written or oral, relating to the acquisition, disposition, registration under the Securities Act, or voting of the securities of the Company.

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