Examples of Former Option Holders in a sentence
Except with respect to indemnity Claims of the Seller Parties and the Buyer Parties, this Agreement does not confer any rights, benefits or remedies upon any Person (including the Former Option Holders) other than the parties hereto and their respective successors and assigns.
At the Closing, the Founders shall cause the Xxxxxxx, Xxxxx and the Former Option Holders to deliver to Xxxxx Xxxxx & Co. – Trust Company Ltd.
The Management Company is acting as attorney for the Former Option Holders in respect of the sale, pursuant to this Agreement, of the Shares beneficially owned by the Former Option Holders and the entry into this Agreement by each Former Option Holder as, and the assumption by each Former Option Holder of all the rights and obligations of, a Selling Shareholder under this Agreement.
Parent will no earlier than six (6) months after the Closing and as directed by all of the Founders, prepare and file with the SEC a registration statement under the Securities Act with respect to the registration of the Ordinary Shares issuable to the Sellers or the Former Option Holders in connection with the transactions contemplated by this Agreement (the “Registration Statement”).
The issuance of all Ordinary Shares as set forth in Section 1.3 above shall be made by Parent to the Sellers and the Former Option Holders on the Closing Date in accordance with the terms hereof.
Parent and Purchaser have the right to rely fully upon the representations and warranties of each of Sellers, Former Option Holders and Company contained in this Agreement and any representations of the Former Option Holders in the Option Termination Agreement.
The names of all of the Former Option Holders are set forth on Schedule A.
All cash payments made by Parent to the Sellers and the Former Option Holders on the Closing Date shall be made by wire transfer of immediately available funds to the accounts specified in writing to Parent at least two (2) business days prior to the Closing Date (the “Accounts”).
Neither Sellers nor Former Option Holders shall have any right to seek contribution from Company or Purchaser with respect to all or any part of any of a Seller’s or Former Option Holder’s indemnification obligations under this Section 11.
If, thereafter, the Company or Seller Representative actually receives payment of any Contingent Payments, such amounts shall be paid to the Sellers, Former Option Holders and the Company as provided in the Escrow Agreement and this Section 2.7, provided that costs of collection after assignment shall be reimbursed by the Person(s) advancing or incurring such expenses.