Termination of Company Stockholder Documents and Rights Sample Clauses

Termination of Company Stockholder Documents and Rights. Each of those agreements set forth on Schedule 9.1(g) shall have been terminated, effective as of the Closing, in accordance with their respective terms, and the parties to such agreements shall have waived all of their respective rights thereunder, effective as of, and contingent upon, the Closing, at no expense and with no continuing obligations to any of the Surviving Corporation, Buyer or Merger Sub (provided however that, as indicated on Schedule 9.1(g), the foregoing shall not apply to one agreement listed thereon, which shall instead have been amended (as indicated on such Schedule) effective at or prior to Closing).
Sample 1
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Termination of Company Stockholder Documents and Rights. Each of the Series A Preferred Stock Purchase Agreement dated August 1, 2005, the Series B Preferred Stock Purchase Agreement dated March 31, 2006, the Amended and Restated Investors Rights Agreement dated March 31, 2006, the Amended and Restated Voting Agreement dated March 31, 2006 and the Amended and Restated Right of First Refusal and Co-Sale Agreement dated March 31, 2006 (each as amended to date, and collectively, the “Company VC Agreements”) shall have been terminated, effective as of the Closing, in accordance with their respective terms, and the parties to the Company VC Agreements shall have waived all of their respective rights thereunder, effective as of, and contingent upon, the Closing. By executing this Agreement, the Company hereby consents to the termination of each of the Company VC Agreements effective at the Effective Time of the First Merger. The Company shall have used commercially reasonable efforts to obtain a release from liability in favor of the Company Indemnified Parties and agreements reasonably designed to facilitate timely resolution of the Hearing, in substantially the form attached hereto as Exhibit H (“Company Securityholder Release”) from Company Stockholders holding 100% of the outstanding shares of Company Capital Stock as of immediately prior to the Effective Time of the First Merger, and Company Stockholders holding 97% of the outstanding shares of Company Capital Stock as of immediately prior to the Effective Time of the First Merger shall have executed and delivered to Acquiror a Company Securityholder Release, and none of such stockholders shall have revoked or rescinded such release. The Company shall have used commercially reasonable efforts to obtain a Company Securityholder Release from Company Optionholders representing 100% in interest of the outstanding Company Options as of immediately prior to the Effective Time of the First Merger, and Company Optionholders representing at least 97% in interest of the outstanding Company Options as of the Effective Time of the First Merger shall have executed and delivered to Acquiror a Company Securityholder Release and such Company Securityholder Releases shall be in full force and effect.
Sample 1
Termination of Company Stockholder Documents and Rights. Each of the Series A Preferred Stock Purchase Agreement, Investor Rights’ Agreement, Stockholders’ Agreement and Voting Agreement dated October 11, 2002 (collectively, the “Company VC Agreements”) shall have been terminated, effective as of the Closing, in accordance with their respective terms, and the parties to the Company VC Agreements shall have waived all of their respective rights thereunder, effective as of, and contingent upon, the Closing. Any rights of first refusal, rights to any liquidation preference or redemption rights of any Company Stockholder shall have been terminated or waived, effective as of, and contingent upon, the Closing. Company Stockholders holding at least 95% of the Company Common Stock outstanding as of immediately prior to the Effective Time of the First Merger (including Company Common Stock issued upon conversion of Company Series A Stock and exercise of Company Options before the Effective Time of the First Merger) shall have executed and delivered to Acquiror a release from liability in favor of the Company Indemnified Parties, in substantially the form attached hereto as Exhibit J (“Company Stockholder Release”), and none of such stockholders shall have revoked or rescinded such release.
Sample 1
Termination of Company Stockholder Documents and Rights. Each of the Amended and Restated Investor Rights’ Agreement, Amended and Restated Co-Sale Agreement and Amended and Restated Voting Agreement dated July 7, 2005 (collectively, the “Company VC Agreements”) shall have been terminated, effective as of the Closing, in accordance with their respective terms, and the parties to the Company VC Agreements shall have waived all of their respective rights thereunder, effective as of, and contingent upon, the Closing. Any rights thereunder shall have been terminated or waived, effective as of, and contingent upon, the Closing. Company Stockholders holding at least 96% of the outstanding Company Common Stock (including Company Common Stock issued upon conversion of Company Series A Stock and Company Series B Stock), shall have executed and delivered to Acquiror a release from liability in favor of the Company Indemnified Parties, in substantially the form attached hereto as Exhibit E (“Company Shareholder Release”).
Sample 1

Related to Termination of Company Stockholder Documents and Rights

  • Stockholder Agreements Except as provided in this Agreement and the other Transaction Documents, there are no agreements, written or oral, between the Company and any current holder of its securities, or to the Company's knowledge, among any holders of its securities, relating to the acquisition (including, without limitation, rights of first refusal, anti-dilution or preemptive rights), disposition, registration under the Securities Act, or voting of the Common Stock or Preferred Stock.

  • Obligations to or by Stockholders Except as disclosed in the Parent SEC Documents, the Parent has no Liability or obligation or commitment to any stockholder of Parent or any Affiliate or “associate” (as such term is defined in Rule 405 under the Securities Act) of any stockholder of Parent, nor does any stockholder of Parent or any such Affiliate or associate have any Liability, obligation or commitment to the Parent.

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

  • Transfer of Shares After the Effective Time No transfers of Shares shall be made on the stock transfer books of the Surviving Corporation at or after the Effective Time.

  • Termination of Stockholders Agreement The Stockholders, the Company and the other parties thereto hereby agree to terminate the Stockholders Agreement, including any and all annexes or exhibits thereto, as of the Effective Time. The provisions of the Stockholders Agreement shall not survive its termination, and shall have no further force from and after the Effective Date, nor shall any party to the Stockholders Agreement have any surviving obligations, rights or duties thereunder.

  • Rights as Stockholders; Information Except as otherwise set forth in Section 6 above, no holder of this Warrant, as such, shall be entitled or be deemed the holder of Common Stock or any other securities of the Company which may at any time be issuable on the exercise hereof for any purpose, nor shall anything contained herein be construed to confer upon the holder of this Warrant, as such, any of the rights of a stockholder of the Company or any right to vote for the election of the directors or upon any matter submitted to stockholders at any meeting thereof, or to receive notice of meetings, until this Warrant shall have been exercised and the Warrant Shares purchasable upon the exercise hereof shall have become deliverable, as provided herein. The foregoing notwithstanding, the Company will transmit to the holder of this Warrant such information, documents and reports as are generally distributed to the holders of any class or series of the securities of the Company concurrently with the distribution thereof to the stockholders.

  • 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.

  • Merger Agreement The term "Merger Agreement" shall have the meaning set forth in the preface.

  • Termination of Merger Agreement Notwithstanding anything to the contrary contained herein, in the event that the Merger Agreement is terminated in accordance with its terms prior to the Closing, this Agreement and all rights and obligations of the parties hereunder shall automatically terminate and be of no further force or effect.

  • Rights as Shareholders; Information No holder of this Warrant, as such, shall be entitled to vote or receive dividends or be deemed the holder of Series Preferred or any other securities of the Company which may at any time be issuable upon the exercise hereof for any purpose, nor shall anything contained herein be construed to confer upon the holder of this Warrant, as such, any of the rights of a shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to shareholders at any meeting thereof, or to receive notice of meetings, or to receive dividends or subscription rights or otherwise until this Warrant shall have been exercised and the Shares purchasable upon the exercise hereof shall have become deliverable, as provided herein. Notwithstanding the foregoing, the Company will transmit to the holder of this Warrant such information, documents and reports as are generally distributed to the holders of any class or series of the securities of the Company concurrently with the distribution thereof to the shareholders.

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