Rights under Stock Purchase Agreement Sample Clauses

Rights under Stock Purchase Agreement. Both before and after the closing of the transactions contemplated by the Stock Purchase Agreement, CPRE will not amend or modify the Stock Purchase Agreement in any respect, and will not grant any waiver thereunder or take any action, or agree, to terminate the Stock Purchase Agreement, without the prior written consent of TRM, which consent shall not be unreasonably withheld. CPRE shall, both before and after the closing of the transactions contemplated by the Stock Purchase Agreement, exercise all of its rights, perform all of its obligations and take all such actions under and in accordance with the terms of the Stock Purchase Agreement, including in respect of Articles VIII, X and XI of the Stock Purchase Agreement, as may be reasonably directed by TRM or the Purchasing Insurers in order to protect the rights of TRM and the Purchasing Insurers with respect to the Transferred Assets and their other rights hereunder and under the Ancillary Agreements and to mitigate TRM's and the Purchasing Insurers' risks with respect to the Excluded Liabilities, the Assumed Liabilities and the obligations under Article 11 of this Agreement. Without limiting the foregoing, CPRE shall provide all Tax Returns required to be prepared or otherwise furnished by CPRE as described in Section 11.2(b) of the Stock Purchase Agreement to TRM for its consent, which consent shall not be unreasonably withheld, prior to providing such Tax Returns to BUSC as provided in Section 11.2(c) of the Stock Purchase Agreement. All out of pocket costs and expenses, including reasonable attorney fees, incurred by CPRE in connection with exercising all such rights and taking all such actions as directed by TRM or the Purchasing Insurers shall be borne solely by TRM and the Purchasing Insurers. CPRE hereby assigns to TRM and the Purchasing Insurers its rights to enforce the terms of the Stock Purchase Agreement, including in respect of Articles VIII, X and XI of the Stock Purchase Agreement, in the event that CPRE fails to exercise such rights, or to promptly take any actions, to the reasonable satisfaction of TRM and the Purchasing Insurers, and confirms that Tower Parent and its subsidiaries are permitted assignees with respect to such assignment under the Stock Purchase Agreement. CPRE shall pay over or cause to paid over promptly to TRM or another Tower Entity, at TRM's direction, any amounts received by CPRE or any CPRE Entity under or relating to the Stock Purchase Agreement net of any Taxes...
Sample 1
AutoNDA by SimpleDocs
Rights under Stock Purchase Agreement. Nothing in this SECTION 12 ----------------------------------------- shall be deemed to limit or restrict the exercise by Salem of any rights to indemnification it may enjoy under the terms of the Stock Purchase Agreement, as contemplated by SECTIONS 4.1(E) and 8.2 hereof, in accordance with and subject to the terms of the Stock Purchase Agreement.
Sample 1
Rights under Stock Purchase Agreement. Any and all rights of Seller Parties under the terms of that certain Stock Purchase Agreement, dated March 1, 2000 and as amended on November 1, 2001, November 1, 2005 and December 1, 2010, among Seller Parties, Xxxxxxx X. Xxxx, Xxxxxxxx X. Xxxx and Xxxxxxx X. Xxxx (the “Hawk SPA”).
Sample 1
Rights under Stock Purchase Agreement. Without intending to limit all terms of the Stock Purchase Agreement, Borrower shall have that right of set-off set forth in Article 11.5 therein.
Sample 1

Related to Rights under Stock Purchase Agreement

  • Stock Purchase Agreement (a) Purchaser understands and agrees that the conversion of the Note into equity securities of the Company may require such Purchaser’s execution of certain agreements (in form reasonably agreeable to a majority in interest of the Purchasers) relating to the purchase and sale of such securities as well as registration, information and voting rights, if any, relating to such equity securities. (b) Purchaser agrees to be bound by the agreements described in Section 2(a).

  • Persons Having Rights Under Warrant Agreement Nothing in this Agreement shall give to any person other than the Company, the Warrant Agent and the holders of the Warrant Certificates any right, remedy or claim under or by reason of this Agreement.

  • Stockholder Agreement The Stockholder agrees that, during the period from the date of this Agreement until the Expiration Date:

  • The Purchase Agreement This Agreement has been duly authorized, executed and delivered by the Company and the Guarantors.

  • Securities Purchase Agreement This Agreement and the transactions contemplated hereby have been duly and validly authorized by the Company, this Agreement has been duly executed and delivered by the Company and this Agreement, when executed and delivered by the Company, will be, a valid and binding agreement of the Company enforceable in accordance with its terms, subject as to enforceability to general principles of equity and to bankruptcy, insolvency, moratorium, and other similar laws affecting the enforcement of creditors’ rights generally.

  • Investor Rights Agreement The Investor Rights Agreement substantially in the form attached hereto as Exhibit B shall have been executed and delivered by the parties thereto.

  • Shareholder Agreement The Shareholder Agreement shall have been duly executed and delivered by the Company.

  • Amendment to Purchase Agreement Section 1.3 of the Purchase Agreement is hereby amended and restated in its entirety to read as follows:

  • Warrant Agreement and Registration and Shareholder Rights Agreement The Company shall have entered into the Warrant Agreement, in the form of Exhibit A hereto, and the Registration and Shareholder Rights Agreement, in the form of Exhibit B hereto, in each case on terms satisfactory to the Purchaser.

  • 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.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!