Examples of Company Investor Agreements in a sentence
Schedule 5.3(a) sets forth the beneficial and record owners of all issued and outstanding shares of capital stock of the Company, all of which shares are owned free and clear of any Liens other than those imposed under the Company Charter or the Company Investor Agreements.
Immediately followng the closing of the Merger (the "Effective Date"), each Company Stockholder and the Company hereby agrees that any agreements pursuant to which the Company issued an shares of its capital stock, or options or warrants therefor, to any Company Stockholder (collectively, the "Company Investor Agreements") shall be deemed terminated and be of no further force and effect.
The Company has delivered or otherwise made available to Parent or its counsel true, correct and complete copies of the Company Charter, the Company’s bylaws and Company Investor Agreements, including all amendments thereto, and the Company is not in violation of, in conflict with, or in default under, any of the respective terms thereof, and there exists no condition or event which, after notice, lapse of time or both, would result in any such violation, conflict or default.
Except as set forth in Section 3.2 of the Company Disclosure Schedule and the Company Investor Agreements, there are no voting trusts, voting agreements, proxies, stockholders’ agreements or other similar instruments restricting or relating to the rights of any of the holders of shares of Company Capital Stock to vote, transfer or receive dividends with respect to any shares of Company Capital Stock or with respect to the management or control of the Company.
The Company shall take all such steps as may be necessary to (i) terminate, as of the Closing, each of the Company Investor Agreements and the agreements set forth on Schedule 6.22, (ii) amend, as of the Closing, each of the agreements set forth on Schedule 6.22, including all agreements containing most favored nation clauses, and (iii) deliver all required notifications of the Merger and the other transactions contemplated hereby as set forth on Schedule 6.22.