Examples of Company Preferred Stockholders in a sentence
Neither this Agreement nor any term hereof may be amended other than by an instrument in writing signed by Parent, Purchaser and the Company Preferred Stockholders.
All notices, requests and other communications to any party hereunder shall be in writing and shall be deemed given if delivered either personally, by facsimile transmission (with acknowledgment received), by electronic mail (with receipt confirmed) or by overnight courier (providing proof of delivery) to the parties at the following addresses: If to the Company Preferred Stockholders: At the address set forth beside each Company Preferred Stockholder’s name listed on Schedule I.
Parent and such requisite number of parties to each of the agreements identified on Schedule 6.14 shall have executed any and all amendments, certificates or other documents necessary to allow the Company Preferred Stockholders to be made parties thereto.
The Company Preferred Stockholders shall have the obligation to indemnify parties under this ARTICLE IX with respect to all matters listed in Section 9.01(a) or as otherwise provided herein, except that the Company Preferred Stockholders shall have the obligation to indemnify parties with respect to matters arising under Section 9.01(a)(viii) only to the extent the Company Preferred Stockholders’ aggregate indemnity obligations under Section 9.01(a)(viii) exceed $50,000.00.
The Purchaser will, following receipt by the Company of the Regulatory Approvals, ensure that on the Closing Date the Depositary has been provided with Purchaser Shares and Purchaser Preferred Shares in escrow to satisfy the aggregate Merger Consideration payable to Company Stockholders pursuant to the Merger (other than payments to Company Preferred Stockholders exercising dissenter’s rights and who have not withdrawn their notice of exercise).
To the extent that the Company is required to pay any Taxes related to any Sales Tax Proceeding (whether as a result of the finalization of a voluntary disclosure proceeding, by reason of the filing of a Tax Return, the receipt of an assessment, the entering into an agreement with respect to the Sales Tax Proceeding or otherwise), the Company shall pay all such amounts, as finally determined and shall be indemnified by the Company Preferred Stockholders, as set forth in Section 9.02(b).
Purchaser shall (and Parent shall cause Purchaser to) purchase, subject to the terms and conditions of the Preferred Stockholder Agreement, the shares of Series D-1 Preferred Stock held by the Company Preferred Stockholders.
Each of the Company Preferred Stockholders is an accredited investor.
Each of the Company Preferred Stockholders shall have executed and delivered to Parent a Stockholder Representation Letter.
The liability of the Company Preferred Stockholders for indemnification under this ARTICLE IX by reason of or arising out of any breach by the Company of any representation or warranty shall not be modified, waived or diminished by any examination or investigation conducted by Parent of the books, records or operations of the Company.