Voting and Subscription Agreement Sample Clauses

Voting and Subscription Agreement. (i) Parent has delivered to the Company a true, complete and correct copy of an executed Voting and Subscription Agreement dated as of the date hereof, pursuant to which the parties thereto (the “Rollover Holders”) have agreed, subject to the terms and conditions set forth therein, to (1) have their Rollover Shares cancelled for nil consideration in connection with the Merger, (2) subscribe for newly issued shares of Parent for cash at par prior to the consummation of the Merger (the foregoing clauses (1) and (2), collectively, the “Contribution”), and (3) vote all Shares owned by them at the time of the Shareholders’ Meeting in favor of the Merger.
Sample 1Sample 2
AutoNDA by SimpleDocs
Voting and Subscription Agreement. Parent shall use its reasonable best efforts to consummate the transactions contemplated by the Voting and Subscription Agreement immediately prior to the Closing on the terms and conditions described in the Voting and Subscription Agreement, including using reasonable best efforts to (i) maintain in full force and effect the Voting and Subscription Agreement until the transactions contemplated by this Agreement are consummated, (ii) satisfy on a timely basis all conditions applicable to Parent in the Voting and Subscription Agreement, and (iii) cause the Persons providing the Contribution to provide the Contribution on the Closing Date (subject to the conditions set forth in the Voting and Subscription Agreement).
Sample 1Sample 2
Voting and Subscription Agreement. Concurrently with the execution and delivery of this Agreement, Parent has delivered to the Company a true, complete and correct copy of a voting and subscription agreement (the “Voting and Subscription Agreement”), to be executed concurrently herewith by Parent and certain other shareholders of the Company listed on Schedule A thereto, pursuant to which such parties have agreed, among other things, to (i) have the Rollover Shares cancelled for nil consideration in connection with the Merger, (ii) subscribe for newly issued shares of Parent for cash in par prior to the consummation of the Merger and (iii) vote all Shares owned by them at the time of the Shareholders’ Meeting in favor of the Merger. The Voting and Subscription Agreement shall be in full force and effect as of the date of this Agreement and is and shall remain a legal, valid and binding obligation of Parent and the other parties thereto for so long as it is in full force and effect. The Voting and Subscription Agreement has not been nor will it be amended or modified.
Sample 1
Voting and Subscription Agreement. The Voting and Subscription Agreement shall be in full force and effect, no Significant Shareholder shall be in default thereunder and all conditions to the issuance of shares of Parent Common Stock thereunder shall have been satisfied.
Sample 1
Voting and Subscription Agreement. Concurrently with the execution and delivery of this Agreement, Parent has delivered to the Company a true, complete and correct copy of an amended and restated voting and subscription agreement (the “Amended and Restated Voting and Subscription Agreement”), which was be executed by Parent and certain other shareholders of the Company listed on Schedule A thereto, pursuant to which such parties have agreed, among other things, to (i) have the Rollover Shares cancelled for nil consideration in connection with the Merger, (ii) subscribe for newly issued shares of Parent for cash in par prior to the consummation of the Merger and (iii) vote all Shares owned by them at the time of the Shareholders’ Meeting in favor of the Merger. The Amended and Restated Voting and Subscription Agreement shall be in full force and effect as of the date of this Agreement and is and shall remain a legal, valid and binding obligation of Parent and the other parties thereto for so long as it is in full force and effect. The Amended and Restated Voting and Subscription Agreement has not been nor will it be amended or modified.
Sample 1

Related to Voting and Subscription Agreement

  • 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.

  • 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.

  • 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.

  • 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

  • Voting Agreement Stockholder hereby agrees with Parent that, at any meeting of Company's stockholders, however called, and any adjournment or postponement thereof, or in connection with any written consent of Company's stockholders, Stockholder shall vote any Shares with respect to which Stockholder has voting power (i) in favor of approval of the Merger and the Merger Agreement and any actions recommended by the Board of Directors of Company that are required in furtherance of the transactions contemplated thereby; provided that Stockholder shall not be required to vote for any action that would decrease the number of shares of Parent Common Stock to be received by the stockholders of Company in respect of their shares of Company capital stock in the Merger; (ii) against any proposal to authorize any action or agreement that would result in a breach in any respect of any representation, warranty, covenant, agreement or obligation of Company under the Merger Agreement or that would prevent the consummation of the Merger; (iii) against: (A) any proposal by Company to enter into or consent to any Third Party Acquisition (as defined below); (B) any change in the individuals who, as of the date hereof, constitute the Board of Directors of Company (except as contemplated by the Merger Agreement); (C) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving Company and any Third Party (as defined below), other than the Merger; (D) a sale, lease, transfer or disposition of all or substantially all of the assets of Company's business outside the ordinary course of business, or of any assets that are material to its business whether or not in the ordinary course of business, or a reorganization, recapitalization, dissolution or liquidation of Company; (E) any amendment of Company's Certificate of Incorporation or bylaws, except as contemplated by the Merger Agreement; and (F) any other action that is intended, or could reasonably be expected, to impede, interfere with, delay, postpone or adversely affect the Merger or any of the other transactions contemplated by the Merger Agreement, or any of the transactions contemplated by this Agreement; and (iv) in favor of any proposal to grant Company's management discretionary authority to adjourn any meeting of Company's stockholders for the purpose of soliciting additional proxies in the event that, at any meeting held for the purpose of considering the Merger Agreement, the number of shares of Company Common Stock present or represented and voting in favor of the Merger is insufficient to approve the Merger.

  • 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.

  • Shareholder Agreement The Shareholder Agreement shall have been duly executed and delivered by the Company.

  • Warrant Subscription Agreement The Warrant 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.

  • Warrant Agreement and Registration and Shareholder Rights Agreement The Company shall have entered into the Warrant Agreement, in the form of Exhibit A hereto, and the Registration and Shareholder Rights Agreement, in the form of Exhibit B hereto, in each case on terms satisfactory to the Purchaser.

  • 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.

Time is Money Join Law Insider Premium to draft better contracts faster.