Continuing Founder definition
Examples of Continuing Founder in a sentence
Each Continuing Founder’s Pro Rata Share shall be memorialized in a certificate, which shall be acknowledged in writing by each Continuing Founder and delivered to the Company upon request.
Each Continuing Founder shall provide written notice to the Grantee upon the occurrence of any such event with respect to a Founder, and prior to such notice the Grantee shall be entitled to act as if no such event has occurred.
The Grantee shall not be responsible for or in respect of and makes no representation as to the validity or sufficiency of any provision of this Agreement or for the due execution hereof by the other parties hereto, or for the form, character, genuineness, sufficiency, value or validity of any of the securities of the Company, and the Grantee shall in no event assume or incur any liability, duty or obligation to any Continuing Founder, other than as expressly provided for herein.
For the avoidance of doubt, the terms of this Agreement do not restrict the ability of a Founder or any of its affiliates to transfer any Corporation Equity Securities that they hold or own, directly or indirectly, subject to the proxy and power of attorney execution requirements in this Section 2 with respect to certain transfers to a controlled affiliate of a Continuing Founder.
Upon the delivery of a Voting Agreement Withdrawal Notice and the corresponding Voting Trust Withdrawal Notice, such Continuing Founder shall immediately cease to be a party to this Agreement, and the proxy and power of attorney granted pursuant to Section 2 by such Continuing Founder and, if applicable, any of his Designated Stockholder Parties and controlled affiliates, shall be automatically revoked without further action by any Person.
Notwithstanding anything to the contrary, nothing in this Agreement shall limit or restrict any party from discharging its fiduciary duty, if any, or require any action that would violate any applicable law or regulation, and nothing herein shall be interpreted to the contrary (it being understood that this Agreement shall apply to each Continuing Founder solely in such Continuing Founder’s capacity as a holder of voting securities of the Company).
The Trustee shall be entitled to conclusively and exclusively rely upon the Continuing Founder Instructions provided to it from time to time hereunder without further inquiry or liability.
Each Continuing Founder shall promptly furnish to the Grantee such information as the Grantee may require from time to time regarding the number, by class or series, of Designated Founders’ Excluded Shares or Founder Shares.
By delivering a Continuing Founder Instruction to the Secretary, the Trustee and each other Beneficiary in accordance with Section 5.03(a), each Beneficiary shall be deemed to have represented and warranted to each other Beneficiary that he has not entered into any such agreement, understanding or arrangement.
By delivering a Continuing Founder Instruction to the Trustee, each Beneficiary shall be deemed to have represented and warranted to the Trustee that the same Continuing Founder Instruction has been delivered to the Secretary and each other Beneficiary.