Stockholder Support Agreements. Within twenty-four (24) hours from the execution of this Agreement, the Company shall deliver or cause to be delivered to Parent executed copies of the Stockholder Support Agreements from the Key Company Stockholders (who constitute a Requisite Majority).
Stockholder Support Agreements. Each of the Company Stockholders shall be in compliance with the Stockholder Support Agreement as of the Closing; (i)
Stockholder Support Agreements. TopCo shall deliver (x) fully-executed copies of the Stockholder Support Agreements from each of the Significant Stockholders and (y) copies of the original certificates, or duly executed affidavits of lost certificate, representing the number of shares held by each such Significant Stockholder, in accordance with Section 2.8 above. (vi)
Stockholder Support Agreements. Pursuant to the terms of the certain stockholder support agreements (the “Stockholder Support Agreements”) entered into with certain stockholders of Nuvation Bio, such stockholders have also agreed to vote in favor of each of the proposals set forth in this proxy statement/prospectus, be bound by certain covenants and agreements related to the Business Combination, and be bound by certain transfer restrictions with respect to shares of Panacea common stock prior to the closing of the Business Combination. In addition, Xx. Xxxx has entered into an agreement with Panacea substantially in the form of the Stockholder Support Agreement with an additional obligation to enter into an agreement, pursuant to which Xx. Xxxx will take all action necessary, including the voting of any securities held by Xx. Xxxx, to cause Xxxx Xxxxxxxx to be appointed to the class of directors of the board of New Nuvation Bio whose term shall expire in 2022. Pancea and Nuvation Bio expect that the board of directors of Pancea will appoint those individuals, including Xx. Xxxxxxxx, set forth in the section titled “Management of New Nuvation Bio After the Merger” to the board of directors of New Nuvation Bio at the effective time. See “Merger Agreement—Related Agreements—Stockholder Support Agreements” beginning on page 259 of this proxy statement/prospectus. 20
Stockholder Support Agreements. The Stockholder Support Agreements shall be in full force and effect and shall not have been terminated.
Stockholder Support Agreements. The Company shall have delivered to Parent duly executed Support Agreements from Company Stockholders holding at least ninety percent (90%) of the Company Capital Stock, in each case, in the form attached hereto as Exhibit C (“Support Agreements”).
Stockholder Support Agreements. The Company shall have delivered Stockholder Support Agreements executed by Stockholders holding at least ninety-five percent (95%) of the outstanding shares of Company Capital Stock, and all such Stockholder Support Agreements shall be in full force and effect. (t)
Stockholder Support Agreements. Each of the Company Stockholders shall be in compliance with the Stockholder Support Agreement as of the Closing;
Stockholder Support Agreements. After the date of this Agreement and prior to the Initial Effective Time, the Company shall use its commercially reasonable efforts to obtain Support Agreements executed and delivered by all Company Stockholders. As promptly as practicable and, in any event, prior to the Initial Effective Time, the Company shall deliver to Parent a copy of each Support Agreement (including by electronic transmission), certified as correct and complete by an executive officer of the Company. The Support Agreements will constitute each Company Stockholder’s agreement and consent to (a) with respect to any Company Stockholder that did not execute a Written Consent, waive any right of such Company Stockholder to exercise appraisal rights in connection with the Mergers pursuant to the applicable provisions of the DGCL, (b) appoint the Stockholder Representative to act as its Representative, agent and attorney-in-fact pursuant to Article IX, (c) ratify the Company’s Certificate of Incorporation in effect on the date hereof and waive any rights that the Company Stockholder may have in respect of the remediation and validation of the Certificate of Incorporation, (d) fully and unconditionally release any and all claims such stockholder now has, previously had or may in the future have as a Company Stockholder, including with respect to the calculation of the Per Share Merger Consideration set forth in the Funds Flow Memorandum, as a condition to receiving the Per Share Merger Consideration, in favor of Parent, DK HoldCo, Merger Sub I, Merger Sub II, Initial Surviving Company and Subsequent Surviving Company and their respective Subsidiaries and each of their directors, officers, managers, employees and Affiliates, (e) adopt this Agreement, including the provisions herein with respect to the Retention Holdback, the Purchase Price Adjustment Holdback, the Stockholder Representative Expense Amount and the indemnification obligations set forth in Article VIII and Article IX and (f) terminate all agreements, including stockholders agreements and voting agreements, between or among the Company and the Company Stockholders. 5.7
Stockholder Support Agreements. From the date of this Agreement until the Closing Date, the Company shall use all commercially reasonable efforts to obtain executed Stockholder Support Agreements from all holders of capital stock of the Company who did not execute and deliver such agreements in conjunction with the execution of this Agreement.
