Examples of Combining Partner Companies in a sentence
The sale by Founder of shares of Founder Stock in the IPO (a) shall have closed prior to or substantially contemporaneously with the consummation of the transaction contemplated herein and (b) shall have generated sufficient net proceeds to pay the cash consideration to the stockholders of Combining Partner Companies as described in the Registration Statement.
Founder has conducted no operations since its inception on November 18, 2011 other than negotiating and entering into combination agreements with Combining Partner Companies and the Initial Founder Merger Agreement.
Section 5.14 of Founder Disclosure Schedule sets forth a true and complete list of all Combining Partner Companies that have been identified as of the date of this Agreement.
The sale by Founder of shares of Founder Stock in the IPO (a) shall have closed prior to or substantially contemporaneously with the consummation of the transactions contemplated herein and (b) shall have generated sufficient net proceeds to pay the cash consideration to the Combining Partner Companies as described in the Registration Statement.
In the event the Transaction is not consummated, the abovementioned restrictions on Partner Company Stockholder’s ability to disseminate confidential information with respect to any Subject Partner Company (but not Founder or the other Combining Partner Companies) shall become nugatory.
Between the date of this Agreement and the Closing, Founder will afford to Partner Company Stockholder and the officers and authorized representatives of Partner Company access to all of the Combining Partner Companies’ sites, properties, directors, officers, books and records and will furnish such persons with such additional financial and operating data and other information as to the business and properties of the Combining Partner Companies as such persons may from time to time reasonably request.
All of the covenants in this Article XII shall be construed as an agreement independent of any other provision in this Agreement, and the existence of any claim or cause of action of Partner Company Stockholder against Founder or one of the Combining Partner Companies, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by Founder of such covenants.
Founder hereby represents and warrants that each Person of the Combining Partner Companies that is receiving Founder Stock is subject to a substantially similar provision restricting transfers of Founder Stock for a period of one year from the Closing.
Partner Company Stockholder recognizes and acknowledges that he/she had in the past, currently has, and in the future may have, access to certain confidential information of each Subject Partner Company and/or Founder (including Initial Founder and the other Combining Partner Companies) including operational policies, Proprietary Assets and pricing and cost policies that are valuable, special and unique assets of each Subject Partner Company and/or Founder (including the other Combining Partner Companies).
In the event the Transaction is not consummated, the abovementioned restrictions on a Partner Company Stockholder’s ability to disseminate confidential information with respect to any Subject Partner Company (but not Founder or the other Combining Partner Companies) shall become nugatory.