FP Parties definition
Examples of FP Parties in a sentence
The FP Parties also agree that any New Shares acquired or purchased by them shall be subject to the terms of this Agreement to the same extent as if they constituted Shares.
On or after the date hereof and during the term of this Agreement, the FP Parties agree not to transfer, sell, offer, exchange, pledge or otherwise dispose of or encumber the Warrant or any of their Shares or New Shares, unless the person to whom such Warrant, Shares or New Shares, as the case may be, has agreed to be bound by the terms hereof in writing; and provided, that the foregoing restriction shall not apply after the Company Requisite Vote has been obtained.
The FP Parties agree that they will not, nor will they permit any entity under their control to, deposit any of their Shares or New Shares (as defined in Section 6 hereof) in a Voting trust or subject any of their Shares or New Shares to any arrangement with respect to the Voting of such Shares or New Shares other than agreements entered into with VeriFone.
Intel acknowledges that (i) the representations and warranties of (A) ST contained in Section 3.2 hereof and (B) the FP Parties contained in Section 3.3 hereof, constitute the sole and exclusive representations and warranties of each such Party to Intel in connection with this Agreement and the transactions contemplated hereby, and (ii) all other representations and warranties are specifically disclaimed and may not be relied upon or serve as a basis for a claim against ST or FP.
In executing this Agreement and the other Transaction Documents to which it is a party, Intel is relying on its own investigation and on the provisions set forth herein and therein and not on any other statements, presentations, representations, warranties or assurances of any kind made by ST, the FP Parties, any of their representatives or any other Person.
Nothing set forth in this Commitment Letter shall be construed to confer upon or give to any Person other than the FP Parties, Parent, the Company and their respective successors and permitted assigns any benefits, rights or remedies under or by reason of, or any rights to enforce or cause Parent to enforce, the obligations to fund the Commitment or any provisions of this Commitment Letter.
As of the Signing Date, there is no Proceeding or to the Knowledge of the FP Parties, investigation, pending or, to the Knowledge of the FP Parties, threatened in writing, by or against any of the FP Parties seeking to prevent, enjoin, alter or delay the transactions contemplated by this Agreement or any of the other Transaction Documents.
Except as provided in the foregoing, this Commitment Letter shall be binding solely on, and inure solely to the benefit of, the Company, Parent and the FP Parties and their respective successors and permitted assigns, and this Commitment Letter may not be amended or otherwise modified without prior written consent of the Company, Parent and the FP Parties.
In executing this Agreement and the other Transaction Documents to which it is a party, ST is relying on its own investigation and on the provisions set forth herein and therein and not on any other statements, presentations, representations, warranties or assurances of any kind made by Intel, the FP Parties, any of their representatives or any other Person.
The FP Parties acknowledge that the FP Parties furnishing this Commitment Letter to Parent is a material inducement to the Company entering into the Merger Agreement and, as such, this Commitment Letter shall be enforceable by the Company on behalf of Parent against each of the FP Parties as an intended third party beneficiary, and the FP Parties irrevocably waive any and all defenses to the enforceability of the Company’s status and rights as a third party beneficiary hereunder.