Examples of Aurora Entities in a sentence
Each Securityholder agrees that prior to the occurrence of the Qualified IPO Date such Securityholder will not Transfer any Securities now or hereafter owned by such Securityholder except to a Permitted Transferee or with the consent of the Aurora Entities (which may be given or withheld in their respective sole and absolute discretion with or without any reason or liability therefor except as hereinafter provided in this Section 3).
The restrictions set forth in this Section 3.5 shall terminate upon such date as the Aurora Entities cease to collectively beneficially own at least 10% of the Company’s outstanding common stock.
In that regard, the Aurora Entities may, in their sole discretion and at their own expense, seek an administrative exemption from the U.S. Department of Labor (or other appropriate governmental agency) to allow such sale.
Each such Securityholder hereby affirms that this irrevocable proxy is given in consideration for the mutual agreements contained in this Agreement and in connection with such Securityholder's subscription for its Securities and constitutes a material inducement to the Company and the Aurora Entities to approve such subscription, and that this irrevocable proxy is coupled with an interest and may, under no circumstances, be revoked.
If the Aurora Entities and the Company elect not to purchase all of the Call Securities subject to the Call Event within the time limits specified above, then the sale of the Call Securities to the Aurora Entities and/or the Company shall be deemed revoked.
Each such Class A Securityholder hereby affirms that this irrevocable proxy is given in consideration for the mutual agreements contained in this Agreement and in connection with such Class A Securityholder’s subscription for its Securities and constitutes a material inducement to the Company and the Aurora Entities to approve such subscription, and that this irrevocable proxy is coupled with an interest and may, under no circumstances, be revoked.
At such closing, all of the parties to the transaction shall execute such additional documents as are otherwise necessary or appropriate, including without limitation, a written agreement reasonably satisfactory to the Company and the Aurora Entities providing for the purchasing Qualifying Class B Securityholder to continue to be designated as a Securityholder and be bound by the terms of this Agreement with respect to the Transferred Securities.
Frey is an advisor to Aurora Capital Group, an affiliate of the Aurora Entities.
The Company supplementally advises the Staff that Ares is not considered part of this "group" as upon redemption of the Company's outstanding shares of Series B and Series C preferred stock, the Aurora Entities and Ares will not have any arrangement between themselves with respect to the election of the Company's directors or the voting of their respective shares of the Company's common stock.
Each Class A Securityholder agrees that, without the consent of either one or both of the Aurora Entities, after the occurrence of the Qualified IPO Date, such Class A Securityholder will not effectuate any Transfer, or submit to any broker any sell order with respect to a proposed Transfer, of Securities that would exceed the lesser of the volume limitations set forth in clauses (i), (ii) or (iii) of Rule 144(e)(1), regardless of whether such Transfer or such Securities are otherwise subject to Rule 144.