Examples of CSC Stockholders in a sentence
CSC will use its commercially reasonable efforts to cause the requisite portion of the Registration Statement to be delivered to the CSC Stockholders promptly after the Registration Statement is declared effective by the SEC.
This Agreement may be amended, modified or supplemented only by a written mutual agreement executed and delivered by the Company, Parent and the Stakeholder Representative; provided, however, that after the Company Stockholder Consent is executed and delivered by the CSC Stockholders, there shall be no amendment or waiver that, pursuant to applicable law, requires further approval of the CSC Stockholders, without the receipt of such further approvals.
For purposes of this Section 10.11, the CSC Stockholders are deemed to have agreed that any extension or waiver signed by the CSC Representative shall be binding upon and effective against all CSC Stockholders whether or not they have signed such extension or waiver.
Within sixteen days following the Closing, the directors of Vianet shall appoint a sufficient number of representatives of the CSC Stockholders to the Vianet Board of Directors so that the representatives of the CSC Stockholders constitute a majority of the members of the Vianet Board of Directors.
There are no Legal Proceedings pending or, to the Knowledge of CSC, threatened that are reasonably likely to prohibit or restrain the ability of CSC or the CSC Stockholders to perform their obligations under this Agreement or consummate the Transactions.
Subject to Parent’s right to offset pursuant to Section 8.06 and the provisions of Section 3.06(e), Parent shall direct the Escrow Agent within two (2) Business Days following the relevant Milestone Announcement Date or, if later, the date on which the Requisite Milestone Approval has been obtained, to cause each Milestone Payment, if any, to be paid to the CSC Representative for distribution to the CSC Stockholders and the holders of CSC Options in accordance with the Consideration Spreadsheet.
CSC, the Surviving Company, the CSC Representative and each of the other CSC Stockholders are intended third party beneficiaries of this Agreement and shall be entitled to enforce this Agreement against the undersigned in accordance with its terms.
Except for the representations and warranties contained in this Article IV (including the exceptions and qualifications thereto in the CSC Disclosure Schedule), none of the CSC Group, the CSC Stockholders or any other Person has made or makes any other express or implied representation or warranty, written or oral, on behalf of the CSC Group, the CSC Stockholders or any other Person.
For this purpose, “Fair Market Value of the Parent Stock” means the volume weighted average of the closing prices of sales of the Parent Common Stock on the last trading date preceding the date on which the Parent Common Stock is delivered to the CSC Stockholders pursuant to this Agreement.
CSC Stockholders holding at least 80% of the outstanding shares of CSC Capital Stock (calculated on an as-converted basis) shall have approved this Agreement, the Mergers and the other Transactions and executed a Joinder Agreement in the form attached hereto as Exhibit D, and Parent shall have received confirmation to its reasonable satisfaction that there are no more than 35 holders of CSC Securities that are not “accredited investors” (as such term is defined in Rule 501(h) under the Securities Act).