Total Beneficial Ownership Sample Clauses

Total Beneficial Ownership. The Holder certifies that, upon receipt of the Warrant Shares identified herein (net of any Warrant Shares withheld in connection with a cashless exercise, if so elected herein), its aggregate beneficial ownership of Common Stock, inclusive of Common Stock beneficially owned by any and all Attribution Parties, would equal shares of Common Stock. Name of Holder: Signature of Authorized Signatory of Investing Entity: Name of Authorized Signatory: Title of Authorized Signatory: Date: EXHIBIT C FORM OF ASSIGNMENT (To assign the foregoing Warrants, execute this form and supply required information. Do not use this form to purchase shares.) FOR VALUE RECEIVED, the undersigned assigns and transfers of the Warrants represented by this Warrant Certificate to: Assignee Name: Assignee Address: and irrevocably appoints the following as agent to transfer such Warrants on the books of the Warrant Agent. Assignor Name: By: Name: Title: Date: EXHIBIT D FORM OF INITIAL HOLDER REPRESENTATION LETTER July , 2024 Vertex Energy, Inc., 1000 Xxxxxx Xx., Xxxxx 000 Xxxxxxx, Xxxxx 00000 Ladies and Gentlemen: Reference is hereby made to (a) that certain Amendment Number Seven to Loan and Security Agreement, dated as of July 24, 2024 (the “Loan Amendment”), by and among Vertex Refining Alabama LLC, as Borrower thereunder, Vertex Energy, Inc. (the “Company”), as Parent and Guarantor thereunder, certain direct and indirect subsidiaries of the Company, as Guarantors thereunder, the Lenders from time to time party thereto and Cxxxxx Fxxxxxxxxx Securities as Agent thereunder and (b) that certain Warrant Agreement, dated as of July 24, 2024 (the “Warrant Agreement”), by and between the Company and Continental Stock Transfer & Trust Company, as Warrant Agent thereunder. Capitalized terms used but not otherwise defined herein have the meanings ascribed to such terms in the Warrant Agreement. In connection with the consummation of the transactions contemplated by the Loan Amendment, the Company has agreed to issue (the “Issuance”) to the undersigned (“Recipient”) the number of Warrants set forth opposite the name of the Recipient on Schedule A of the Warrant Agreement. Each such Warrant shall entitle Recipient to purchase one share of the Company’s common stock at the exercise price set forth in the Warrant Agreement. Recipient acknowledges and agrees that the Warrants issued pursuant to the Loan Amendment are subject to, and entitled to the benefit of, the terms, provisions and conditions set...
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Related to Total Beneficial Ownership

  • Termination This Agreement may be terminated at any time prior to the Closing:

  • Confidentiality (a) Subject to Section 7.15(c), during the Term and for a period of three

  • Term The term of this Agreement will be ten (10) years from the Effective Date (as such term may be extended pursuant to Section 4.2, the “Term”).

  • Limitation of Liability No provision hereof, in the absence of any affirmative action by the Holder to exercise this Warrant to purchase Warrant Shares, and no enumeration herein of the rights or privileges of the Holder, shall give rise to any liability of the Holder for the purchase price of any Common Stock or as a stockholder of the Company, whether such liability is asserted by the Company or by creditors of the Company.

  • Definitions For purposes of this Agreement:

  • Indemnification In the event any Registrable Securities are included in a Registration Statement under this Agreement:

  • Entire Agreement This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter contained in this Agreement and supersedes all prior agreements, understandings and negotiations between the parties.

  • Assignment This Agreement and all rights and obligations hereunder may not be assigned without the written consent of the other party.

  • Governing Law This Agreement shall be governed by and construed in accordance with the laws of the State of New York.

  • Force Majeure If by reason of Force Majeure, either party hereto shall be rendered unable wholly or in part to carry out its obligations under this Agreement then such party shall give notice and full particulars of Force Majeure in writing to the other party within a reasonable time after occurrence of the event or cause relied upon, and the obligation of the party giving such notice, so far as it is affected by such Force Majeure, shall be suspended during the continuance of the inability then claimed, except as hereinafter provided, but for no longer period, and such party shall endeavor to remove or overcome such inability with all reasonable dispatch. Choice of Law The Agreement between the Vendor and TIPS/ESC Region 8 and any addenda or other additions resulting from this procurement process, however described, shall be governed by, construed and enforced in accordance with the laws of the State of Texas, regardless of any conflict of laws principles. Venue, Jurisdiction and Service of Process Any Proceeding arising out of or relating to this procurement process or any contract issued by TIPS resulting from or any contemplated transaction shall be brought in a court of competent jurisdiction in Camp County, Texas and each of the parties irrevocably submits to the exclusive jurisdiction of said court in any such proceeding, waives any objection it may now or hereafter have to venue or to convenience of forum, agrees that all claims in respect of the Proceeding shall be heard and determined only in any such court, and agrees not to bring any proceeding arising out of or relating to this procurement process or any contract resulting from or any contemplated transaction in any other court. The parties agree that either or both of them may file a copy of this paragraph with any court as written evidence of the knowing, voluntary and freely bargained for agreement between the parties irrevocably to waive any objections to venue or to convenience of forum. Process in any Proceeding referred to in the first sentence of this Section may be served on any party anywhere in the world. Venue for any dispute resolution process, other than litigation, between TIPS and the Vendor shall be located in Camp or Xxxxx County, Texas.

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