Survival of Stock Subscription Agreements Sample Clauses

Survival of Stock Subscription Agreements. Parent represents, acknowledges and agrees that (i) the Stock Subscription Agreement dated September 25, 1992 between GEI and Old Parent, (ii) the Stock Subscription Agreements dated September 25, 1992 between each of Irell & Manexxx, XXJ Capital Corp. and Yucaipa Capital Fund, L.P., on the one hand, and GEI and Old Parent on the other hand and (iii) the Management Subscription and Stockholders Agreements dated October 15, 1992 between each of Danixx X. Xxxxxx, Xxilxx X. Xxxxxxx xxx Chrixxxxx X. Xxxxxx xx the one hand, and GEI and Old Parent on the other hand (collectively the "Stock 9 Agreements") will be assumed by Parent in the Parent Merger. Each of the Stock Agreements shall remain in full force and effect with respect to the Common Stock as if such Selling Stockholders had entered into such Stock Agreements directly with Parent, and after the Parent Merger and the Recapitalization, for purposes of the "piggyback" registration rights provisions of such Stock Agreements, the capital stock of the Parent that shall be subject to such provisions shall be the Common Stock. In addition, Parent and GEI have agreed to clarify and amend Section 4 of the Stock Agreement applicable to GEI to provide that GEI and its Affiliates shall have two demand registration rights to cause Parent to register shares of Common Stock (so long as the demand relates to at least 10% of the outstanding Common Stock) and two demand registration rights to cause Parent to register shares of Parent New Preferred (so long as the demand relates to at least 30% of the outstanding Parent New Preferred (or notes issued in exchange for such shares as permitted by the terms of the Preferred New Preferred)) under the Securities Act of 1933, as amended, and applicable state securities or blue sky laws in connection with a proposed sale or distribution of such Common Stock or Preferred Stock (or the notes in exchange for such shares), respectively. So long as the Common Stock or Parent New Preferred is publicly traded, the respective demand registration may be a "shelf registration" for such security that is publicly traded and Parent shall keep such shelf registration effective for two years. The parties agree to enter into a separate amendment agreement reflecting such registration rights of GEI for the Common Stock and the Parent New Preferred, respectively.
Sample 1
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Related to Survival of Stock Subscription Agreements

  • Subscription Agreements The Company shall have entered into the Subscription Agreements with each of the Investors, and such agreements shall be in full force and effect on the Closing Date.

  • The Subscription Agreement The Subscription Agreement has been duly authorized, executed and delivered by the Company and the Sponsor and is a valid and binding agreement of the Company and the Sponsor, enforceable against the Company and the Sponsor in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability.

  • SIGNATURE PAGE TO SUBSCRIPTION AGREEMENT Please acknowledge your acceptance of the foregoing Subscription Agreement by signing and returning a copy to the undersigned together with the completed Investor Questionnaire, whereupon this Agreement shall become a binding agreement between us. Your signature below also constitutes your signature to the Investor Questionnaire you have delivered to the Company as of the date indicated below. COMPANY: CHROMADEX CORPORATION a Delaware corporation By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx, Xx. Title: President and Chief Executive Officer Dated: April 22, 2010 SUBSCRIBER: Name: Xxxxxxxx Xxxxxxx By: /s/ Print Name: Xxxxxxxx Xxxxxxx Title: (if Applicable) [Authorized Person] Dated (including date of Investor Questionnaire): April 22, 2010 Subscriber Address for Notices: Facsimile: Subscriber’s Social Security Number or Tax Identification Number (as applicable): Purchase Price: $7,000.00 Common Shares to be purchased: 50,000 Number of Warrant Shares to be represented by Warrant: 50,000

  • Subscription and Purchase of Shares For the sum of $25,000 (the “Purchase Price”), which the Company acknowledges receiving in cash, the Company hereby issues the Shares to the Subscriber, and the Subscriber hereby subscribes for and purchases the Shares from the Company, 1,125,000 of which are subject to surrender and cancellation, on the terms and subject to the conditions set forth in this Agreement. All references in this Agreement to shares of the Company being surrendered and canceled shall take effect as surrenders and cancellations for no consideration of such shares as a matter of Cayman Islands law.

  • Subscription Agreement The Dealer Manager will comply in all material respects with the subscription procedures and “Plan of Distribution” set forth in the Prospectus. Subscriptions will be submitted by the Dealer Manager and each Soliciting Dealer to the Company only on the form which is included as Exhibit B to the Prospectus. The Dealer Manager understands and acknowledges, and each Soliciting Dealer shall acknowledge, that the Subscription Agreement must be executed and initialed by the subscriber as provided for by the Subscription Agreement.

  • Acknowledgment Regarding Investor’s Purchase of Shares The Company acknowledges and agrees that the Investor is acting solely in the capacity of an arm’s length purchaser with respect to the Registered Offering Transaction Documents and the transactions contemplated hereby and thereby. The Company further acknowledges that the Investor is not acting as a financial advisor or fiduciary of the Company (or in any similar capacity) with respect to the Registered Offering Transaction Documents and the transactions contemplated hereby and thereby and any advice given by the Investor or any of its respective representatives or agents in connection with the Registered Offering Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to the Investor’s purchase of the Securities, and is not being relied on by the Company. The Company further represents to the Investor that the Company’s decision to enter into the Registered Offering Transaction Documents has been based solely on the independent evaluation by the Company and its representatives.

  • Acknowledgment Regarding Purchasers’ Purchase of Shares The Company acknowledges and agrees that each of the Purchasers is acting solely in the capacity of an arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated thereby. The Company further acknowledges that no Purchaser is acting as a financial advisor or fiduciary of the Company (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated thereby and any advice given by any Purchaser or any of their respective representatives or agents in connection with the Transaction Documents and the transactions contemplated thereby is merely incidental to the Purchasers’ purchase of the Shares. The Company further represents to each Purchaser that the Company’s decision to enter into this Agreement and the other Transaction Documents has been based solely on the independent evaluation of the transactions contemplated hereby by the Company and its representatives.

  • Exercise of Purchase Option and Closing (a) The Company may exercise the Purchase Option by delivering or mailing to the Participant (or his estate), within 90 days after the termination of the employment of the Participant with the Company, a written notice of exercise of the Purchase Option. Such notice shall specify the number of Shares to be purchased. If and to the extent the Purchase Option is not so exercised by the giving of such a notice within such 90-day period, the Purchase Option shall automatically expire and terminate effective upon the expiration of such 90-day period.

  • Shareholder Agreements As a material inducement to Parent to enter into this Agreement, and simultaneously with, the execution of this Agreement, each Shareholder (as defined herein) is entering into an agreement, in the form of Annex A hereto (collectively, the "Shareholder Agreements") pursuant to which they have agreed, among other things, to vote their shares of Company Common Stock in favor of this Agreement.

  • Representations and Warranties of Stockholders Each Stockholder, as to itself (severally and not jointly), hereby represents and warrants to Parent as follows:

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