Consenting Convertible Note Holder definition
Examples of Consenting Convertible Note Holder in a sentence
No Party or Consenting Convertible Note Holder shall independently participate in any formal meeting with any Governmental Authority in respect of any such filing, investigation or other inquiry without giving the other Parties prior notice of the meeting and, to the extent permitted by such Governmental Authority, the opportunity to attend and/or participate in such meeting.
Neither this Agreement nor any Party’s or Consenting Convertible Note Holder’s rights or obligations hereunder may be assigned or delegated, in whole or in part, by such party without the prior written consent of: (a) with respect to any such assignment or delegation by Emergent or a Consenting Convertible Note Holder, PJC; and (b) with respect to any such assignment or delegation by PJC, Emergent.
Each Party and each Consenting Convertible Note Holder acknowledges and agrees that any controversy which may arise under this Agreement is likely to involve complicated and difficult issues, and therefore each Party and each Consenting Convertible Note Holder hereby irrevocably and unconditionally waives any right such Party or Consenting Convertible Note Holder may have to a trial by jury in respect of any litigation directly or indirectly arising out of or relating to this Agreement.
Except to the extent limited by applicable Legal Requirements, each Party and each Consenting Convertible Note Holder shall provide the others the right to review in advance and to consult with each other on all the information that appears in any filing made with or written materials submitted to any Governmental Authority in connection with the Transactions.
The rights and remedies herein provided are cumulative and are not exclusive of any rights or remedies that any Party or Consenting Convertible Note Holder may otherwise have at law or in equity.
Any claim, action or dispute against any Party or any Consenting Convertible Note Holder to this Agreement arising out of or in any way relating to this Agreement shall be brought in the courts of the State of New York located in the City and County of New York or in the Federal Courts of the United States sitting in the State, County and City of New York.
Each Party and each Consenting Convertible Note Holder shall use its commercially reasonable efforts to furnish to the other Parties and Consenting Convertible Note Holders all information required for any application or other filing to be made pursuant to any applicable Legal Requirement in connection with the transactions contemplated by this Agreement.
To the knowledge of such Consenting Convertible Note Holder, except pursuant to the Transaction Documents, there are no outstanding Contracts, options, warrants or other rights of any kind that entitle any Person to acquire any Notes held by such Consenting Convertible Note Holder.
Each Party and each other party to the other Transaction Documents to which any Consenting Convertible Note Holder is a party shall have complied in all material respects with all of the covenants, obligations and conditions hereunder or thereunder required to be performed and complied with by them at or prior to the consummation of the Transactions contemplated by this Agreement or such other Transaction Document.
Emergent, each Consenting Convertible Note Holder and each other party to the other Transaction Documents shall have complied in all material respects with all of the covenants, obligations and conditions hereunder or thereunder required to be performed and complied with by them at or prior to the closing of such Transaction.