Shareholder Acknowledgement. Each Shareholder acknowledges and agrees that the provisions of this Agreement have been reviewed and are understood by such Shareholder, and expresses the will and intention of such Shareholder and agrees not to take any action to frustrate the purposes and provisions of this Agreement.
Shareholder Acknowledgement. (a) The Shareholder hereby acknowledges that it has reviewed the terms and provisions of this Agreement and consents to the terms and conditions of this Agreement and any modification of the Loan Documents effected pursuant to this Agreement. The Shareholder further consents and agrees to the application of the funds in the Cash Collateral Account in the manner provided by Section 9(e) of this Agreement.
(b) The Shareholder acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Agreement, the Shareholder is not required by the terms of the Credit Agreement or any other Loan Document or Contribution Agreement to consent to the waivers or modifications to the Credit Agreement effected pursuant to this Agreement, (ii) nothing in the Credit Agreement, this Agreement or any other Loan Document or Contribution Agreement shall be deemed to require the consent of the Shareholder to any future waivers or modifications to the Credit Agreement, and (iii) the Lender parties hereto are relying on the assurances provided herein in entering into this Agreement and maintaining credit outstanding to the Borrower.
Shareholder Acknowledgement. The Shareholder hereby acknowledges and agrees that any Subject Shares purchased or acquired pursuant to the exercise, vesting or settlement of Subject Options, Subject RSUs, Subject PSUs, Subject DSUs or Subject Warrants or in the market, by private agreement or otherwise, from the date hereof to the Effective Date, shall be deemed to be subject to the terms hereof as Subject Shares.
Shareholder Acknowledgement. Shareholder acknowledges that Shareholder has read and understands this Agreement, that Shareholder is fully aware of its legal effect and that Shareholder has entered into this Agreement freely based on Shareholder’s own judgment and not on any representations or promises other than those contained in this Agreement.
Shareholder Acknowledgement. Each of the Shareholders hereby --------------------------- acknowledges that he or she (i) has read, understood and approved the provisions of Section 2.03; (ii) acknowledges that the allocation of the Earnout amount among the Shareholders and the shareholders of the Other Company was determined by agreement of the parties hereto and by the parties to the Merger Agreement and that such allocation is fair and reasonable; and (iii) acknowledges that he or she has been advised to seek separate counsel in the execution of this Agreement, both generally and particularly with regard to this Section 2.03.
Shareholder Acknowledgement. Each Cerebellum Shareholder acknowledges that the Adept Common Stock representing the Non-Cash Consideration (if and to the extent issued based on the terms and conditions of this Agreement) will contain the following legends: THESE SHARES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (“THE ACT”), OR ANY STATE SECURITIES LAWS, AND ARE BEING OFFERED AND SOLD ONLY PURSUANT TO OFFER AND SALES THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE ACT. THESE SECURITIES MAY NOT BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED, OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION. THE SHARES REPRESENTED HEREBY MAY NOT BE SOLD, TRANSFERRED OR DISPOSED OF EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S (RULES 901 THROUGH 905, AND PRELIMINARY NOTES, OF THE ACT), PURSUANT TO REGISTRATION UNDER THE ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION.
Shareholder Acknowledgement. Each Shareholder acknowledges and agrees that: (i) by virtue of his employment by or consulting relationship with the Company, he or she has or will have access to Confidential Information of the Company, including valuable information about its business operations and methods and entities with whom it does business in various locations throughout the world, and he or she has developed or will develop relationships with the Company’s clients and customers and others with whom it does business in various locations throughout the world; (ii) the Company seeks to acquire Products through Licensing Transactions worldwide and intends to market any such Products on a worldwide basis in competition with other pharmaceutical companies with ophthalmic products; (iii) the Shareholder has highly specialized scientific knowledge in the ophthalmic pharmaceuticals industry that is essential to the Company’s ability to compete within that industry, (iv) this Agreement is being executed contemporaneously with the Loan Agreement dated on or about the date hereof among the Company and PharmaBio, and this Agreement (including this ARTICLE IX) constitutes part of the consideration for the parties entering into such Loan Agreement, and each of the Company and PharmaBio are relying on this Agreement in connection with entering into such Loan Agreement and the Transactions; (v) the Shareholders owns a significant portion of the capital stock of the Company and the Loan Transactions will directly inure to the benefit of Shareholder, and (vi) the “Competitive Business Activities” provisions set forth in this ARTICLE IX are reasonably necessary to protect legitimate business interests of the Company and PharmaBio, are reasonable as to the time, territory and scope of activities which are restricted, do not interfere with public policy or public interest and are described with sufficient accuracy and definiteness to enable such Shareholder to understand the scope of the restrictions imposed upon him or her.
Shareholder Acknowledgement. 59 EXHIBIT A Shareholder Information..............................................................................A-1 EXHIBIT B Indebtedness Target..................................................................................B-1 EXHIBIT C EBITDA Earnout.......................................................................................C-1 EXHIBIT D Return Rate Earnout..................................................................................D-1 EXHIBIT E Form of Shareholders' Closing Certificate............................................................E-1 EXHIBIT F Employment Agreements................................................................................F-1 EXHIBIT G Form of Buyer's Closing Certificate..................................................................G-1 EXHIBIT H Form of Delta's Closing Certificate..................................................................H-1 EXHIBIT I Exchange Agreement...................................................................................I-1 EXHIBIT J DC Lease.............................................................................................J-1 EXHIBIT K Guaranty.............................................................................................K-1 EXHIBIT L Definitions..........................................................................................A-2 SCHEDULES: Sellers' Disclosure Schedule Delta's Disclosure Schedule Buyer's Disclosure Schedule Schedule X - EBITDA Methodologies for Company's Opening Balance Sheet AMENDED AND RESTATED STOCK PURCHASE AGREEMENT THIS AMENDED AND RESTATED STOCK PURCHASE AGREEMENT (this "AGREEMENT") is entered into as of October 3, 2003, by and among Delta Apparel, Inc., a Georgia corporation ("DELTA") and MJS Acquisition Company, a North Carolina corporation (the "BUYER"), on the one hand, and X. X. Xxxxx Co., a North Carolina corporation (the "COMPANY"), and the shareholders of the Company, Xxxxx X. Xxxxx, Xxxx X. Xxxxx and Xxxxxxx X. Xxxxxxxx (collectively, the "SHAREHOLDERS"), on the other hand. The Company and the Shareholders are sometimes collectively referred to herein as the "SELLERS."
Shareholder Acknowledgement. Each of the Shareholders acknowledges and agrees that all actions and determinations made on behalf of the Company or the Buyer from and after the Closing Date with respect to this Agreement and each of the Related Agreements to which any of the Shareholders or any of their Affiliates is a party shall be made by the Board of Directors of the Company or the Buyer. This Agreement has been executed and delivered as of the date first written above. The Company:
Shareholder Acknowledgement. The Shareholder acknowledges and agrees that if the Shareholder acquires any additional Shares, including, but not limited to, additional Shares acquired upon the exercise of options or warrants, then such additional Shares shall be deemed to be Subject Shares for the purposes of this Agreement and the Shareholder shall abide by the terms of this Agreement in respect of such Shares.
