THE STOCKHOLDERS. If there has been a Change in Control of the Company, the Reviewing Party shall be the special, independent counsel referred to in Section 4 hereof.
THE STOCKHOLDERS. The Stockholders recognize and acknowledge that they have had in the past, currently have and in the future may have access to certain confidential information relating to the Company, the Parent and Newco, including, but not limited to, operational policies, customer lists, and pricing and cost policies, that are valuable, special and unique assets of the Company, the Parent and Newco. The Stockholders agree that they will not use or disclose such confidential information to any person, firm, corporation, association or other entity for any purpose or reason whatsoever, except (a) to authorized representatives of the Parent and Newco who need to know such information in connection with the transactions contemplated hereby, who have been informed of the confidential nature of such information and who have agreed to keep such information confidential as provided hereby, and (b) following the Closing, such information may be disclosed by the Stockholders as is required in the course of performing his or her duties for the Parent or the Surviving Corporation unless (i) such information becomes known to the public generally through no breach by the Stockholders of this covenant, (ii) disclosure is required by law or the order of any governmental authority under color of law or is necessary in order to secure a consent or approval to consummate the transactions contemplated hereby, provided, that prior to disclosing any information pursuant to this clause (ii), the Stockholders shall give prior written notice thereof to the Parent and provide the Parent with the opportunity to contest such disclosure, or (iii) the disclosing party reasonably believes that such disclosure is required in connection with the defense of a lawsuit against the disclosing party and the same prior disclosure set forth immediately above is given. In the event of a breach or threatened breach by the Stockholders of the provisions of this section, the Parent shall be entitled to an injunction restraining the Stockholders from disclosing, in whole or in part, such confidential information. Nothing herein shall be construed as prohibiting the Parent from pursuing any other available remedy for such breach or threatened breach, including the recovery of damages. In the event that the transactions contemplated herein are not consummated, the Stockholders shall return to the Parent within a reasonable time all documents containing confidential information about the Parent.
THE STOCKHOLDERS. The obligation of each Stockholder to sell the Purchased Shares at the Closing is subject to the satisfaction or waiver of each of the following conditions at or prior to the Closing:
THE STOCKHOLDERS. Xxxxxxxxxxx X. Xxxx and Xxxxxxx X. Xxxx, Co-Trustees of the Lien Revocable Trust dated 7/8/2003 /s/ Xxxxxxxxxxx X. Xxxx Xxxxxxxxxxx X. Xxxx, Co-Trustee /s/ Xxxxxxx X. Xxxx Xxxxxxx X. Xxxx, Co-Trustee [SIGNATURE PAGE TO MARIN SOFTWARE INCORPORATED AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT]
THE STOCKHOLDERS. The class and total number of shares of Company Stock owned by each Stockholder is as set forth in SCHEDULE 4.04(b). Such shares, taken in the aggregate, represent in excess of 90% of the voting power of the Company.
THE STOCKHOLDERS. XXXXXXX BENZ ISI INTERNATIONAL, INC. BY:_____________________________________ XXXXXXX BENZ, PRESIDENT ---------------------------------------- XXXXXXX XXXXXX ---------------------------------------- XXXXXX XXXXXXX ---------------------------------------- XXXXXX XXXXX ---------------------------------------- XXXXXXX XXXXX
THE STOCKHOLDERS. Each of the Stockholders is listed on Schedule 2.1, together with such Stockholder's address and Social Security Number or Tax Identification Number. Each of the Stockholders has all necessary power and authority to execute, deliver and perform this Agreement and any related agreements to which such Stockholder is a party.
THE STOCKHOLDERS. The total number of shares of each class of Company Stock owned by each Stockholder is as set forth in SCHEDULE 4.04(b). Such shares (other than the Series II Convertible Preferred Stock and the Series II Senior Convertible Participating Preferred Stock), when voted in favor of the approval of this Agreement and the Merger, will be sufficient to obtain the Stockholder Approval.
THE STOCKHOLDERS. Each Stockholder holding shares of Common Stock shall vote all of the Shares held by such Stockholder in favor of adoption of this Agreement.
THE STOCKHOLDERS. (a) The Stockholders own all of the issued and outstanding shares of Lion Golf's capital stock, free and clear of all agreements, charges, options, liens, security interests, pledges, claims, restrictions and encumbrances of any nature whatsoever. There are outstanding no rights to purchase of any kind affecting any shares of the capital stock of Lion Golf, whether or not outstanding from Lion Golf or any Stockholder.
