Examples of Company Preferred Stockholders in a sentence
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.
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.
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.
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to the Merger (other than payments to Company Preferred Stockholders exercising dissenter’s rights and who have not withdrawn their notice of exercise).
Parent shall pay to the Company Preferred Stockholders and the Carve-Out Plan Participants, as additional consideration in connection with the Merger, the contingent payments set forth in this Section 2.4 (each a “Contingent Payment” and collectively, the “Contingent Payments”), if at all, in the manner set forth below, provided that such milestones are achieved prior to December 31, 2030 (the “Earn-Out Deadline”).
In the event that Parent delivers a Notice of Claim on its own behalf or is requested to deliver a Notice of Claim on behalf of any other Parent Indemnified Person, Parent will attempt to do so within thirty (30) days after Parent becomes aware of the existence of any potential claim by a Parent Indemnified Person for indemnity from the Company Preferred Stockholders and Management Carve-Out Recipients under Article 11.
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.
The Company Preferred Stockholders and Management Carve-Out Recipients may participate in, but may not control, the defense or settlement of any third-party claim.
The Company will use commercially reasonable efforts to cause each of the Company Preferred Stockholders (other than the Principal Stockholders referenced in the preceding sentence) and Management Carve-Out Recipients to execute and deliver to Parent an Investment Representation Letter.