Examples of Former Option Holders in a sentence
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.
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”).
Each of Company and Sellers and Former Option Holders appointing the Seller Representative hereby ratifies and confirms all that the Seller Representative shall do or cause to be done by virtue of such Seller Representative’s appointment as Seller Representative of the Sellers and Former Option Holders.
If the Company determines at any time after the Closing that it no longer intends to pursue the termination claim related to the CATSA contract, it shall, within five (5) business days after such determination, assign such claim to the Seller Representative to pursue such Claim on behalf of the Company, the Sellers and Former Option Holders.
Subject to the terms and conditions of this Agreement, the Xxxxxxx, Xxxxx and the Former Option Holders shall transfer, assign, convey and deliver to Parent, and Parent shall purchase from the Xxxxxxx, Xxxxx and the Former Option Holders, the Target Shares, free and clear of all Liens.
The names of all of the Former Option Holders are set forth on Schedule A.
The Company and the Sellers and Former Option Holders appointing the Seller Representative do hereby jointly and severally agree to indemnify and hold the Seller Representative harmless from and against any and all Loss (including without limitation attorneys’ fees) reasonably incurred or suffered as a result of the performance of such Seller Representative’s duties under this Agreement, except for any such liability arising out of the gross negligence or willful misconduct of the Seller Representative.
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.
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.
The committee is also working on access for foreign programs to PSEN, membership in ACAPS for faculty of ACGME approved programs who reside in disadvantaged countries, and interaction with PAACS, an organization that has started residency programs in Africa.