Aurora Entities definition
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.
If Employee receives any Acquisition Proposal, Employee shall promptly transmit such Acquisition Proposal to the Company and each Aurora Entity (which the Aurora Entities may elect not to pursue without any liability or obligation to Employee or the Company).
Upon the giving of such Option Notice, the Aurora Entities shall have the option to purchase, on a pro rata basis, at the price offered by the Outside Party in the Bona Fide Offer, all or any portion of the Purchased Shares specified in the Option Notice, said option to be exercised within ten Business Days following the giving of such Option Notice, by giving a counter-notice (an "Aurora Counter-Notice") to Participant (with a copy of such Aurora Counter-Notice to the Company).
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.
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.
Upon the giving of such Option Notice, the Aurora Entities shall have the option to purchase, on a pro rata basis, at the price offered by the Outside Party in the Bona Fide Offer, all or any portion of the Purchased Shares specified in the Option Notice, said option to be exercised within ten Business Days following the giving of such Option Notice, by giving a counter-notice (an "Aurora Counter-Notice") to Employee (with a copy of such Aurora Counter-Notice to the Company).
At such closing, all of the parties to the transaction shall execute such additional documents as are otherwise reasonably necessary or appropriate, consistent with the terms hereof, including without limitation, a written agreement reasonably satisfactory to the Company and the Aurora Entities providing for the purchasing Qualifying Class B Securityholder and/or the Outside Party, as the case may be, to be designated as a Securityholder and be bound by the terms of this Agreement.
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.