Examples of Company Significant Stockholder in a sentence
Except as expressly permitted or required hereunder or under the Merger Agreement, during the period from the date of this Agreement until the termination of this Agreement in accordance with its terms, each Company Significant Stockholder shall not, directly or indirectly, transfer, sell, assign, gift or otherwise dispose of (collectively, “Transfer”) any Subject Shares.
Each Company Significant Stockholder affirms that the irrevocable proxy set forth in this Section 1.2 is given in connection with the execution of the Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of such Company Significant Stockholder under this Agreement.
Notwithstanding the foregoing, the proxy and appointment granted hereby shall be automatically revoked, without any action by any Company Significant Stockholder, upon any termination of this Agreement pursuant to Section 4.2.
Such Company Significant Stockholder does not own, of record or beneficially, any shares of capital stock of the Company other than the Subject Shares set forth opposite its name on Schedule A.
The parties acknowledge and agree that the Shareholders Agreement and the separate lock-up agreements with Parent entered into by the holders of the Company Preferred Shares and Ordinary Shares (other than the Company Significant Stockholder) and the CVR Holders set forth additional transfer restrictions with respect to the shares of Parent Common Stock included in the Aggregate Stock Consideration received by such holders.
Each Company Significant Stockholder signs this Agreement solely in such Company Significant Stockholder’s capacity as a holder of Company Shares, and not in such Company Significant Stockholder’s capacity as a director, officer or employee of the Company.
Each Company Significant Stockholder hereby further affirms that the irrevocable proxy set forth in this Section 1.2 is coupled with an interest and may under no circumstances be revoked.
Such Company Significant Stockholder, if not a natural person, is duly formed, incorporated or organized, validly existing and, to the extent the concept is applicable to such Company Significant Stockholder, in good standing under the laws of its jurisdiction of formation, incorporation or organization.
The parties hereto agree that Parent and the Company would be irreparably damaged if for any reason any Company Significant Stockholder fails to perform any of its obligations under this Agreement and that Parent and the Company may not have an adequate remedy at law for money damages in such event.
Such Company Significant Stockholder hereby represents and warrants that such Company Significant Stockholder has read Section 7.2 of the Merger Agreement and agrees not to facilitate or participate in any actions prohibited thereby.