Examples of Individual Founder in a sentence
Each such Individual Founder has full legal capacity, right and authority to execute and deliver this Agreement, to perform his respective obligations hereunder and to cause the Sponsor to perform its obligations hereunder.
Except for the Sponsor Warrants to acquire Common Shares, such Individual Founder does not hold or own any rights to acquire (directly or indirectly) any equity securities of the Corporation or any equity securities convertible into, or which can be exchanged for, equity securities of the Corporation.
Except for the Sponsor Warrants to acquire Common Shares, the Founders’ Shares are the only equity securities in the Corporation owned beneficially by each Individual Founder on the date of this Agreement, and none of the Founders’ Shares are subject to any proxy, voting trust or other agreement or arrangement with respect to the voting of the Founders’ Shares, except as provided hereunder.
If any Individual Founder is married on the date of this Agreement, such Individual Founder’s spouse shall execute and deliver to each other Founder a consent of spouse in the form of Exhibit B hereto (“Consent of Spouse”), effective on the date hereof.
With respect to any proposal to remove one or more directors from the Board of Directors, each Founder shall vote or cause to be voted on such proposal its Founder Voting Shares (i) with respect to any Individual Founder who is proposed to be removed from the Board of Directors, “against” the removal of such Individual Founder from the Board of Directors and (ii) with respect to any other person who is proposed to be removed from the Board of Directors, in accordance with the Applicable Voting Requirement.
The Permitted Transferee shall notify the Company whether it will grant a proxy and appointment to an Individual Founder pursuant to Section 3(b) and, if so, identify such Individual Founder in such notification.
Notwithstanding anything to the contrary, in the event of an Individual Founder’s death or Disability, any action requiring the consent or agreement of both Individual Founders under this Agreement (including any amendment, change, supplement, waiver or other modification of this Agreement pursuant to Section 9(d)) may be taken by the other Individual Founder, acting alone.
No Investor Party shall have any liability as a result of voting in favor of the election of any person to the Board for any act or omission by such person in his or her capacity as a member of the Board, nor shall any Investor Party have any liability as a result of voting for any Individual Founder or Tulco Director in accordance with the provisions of this Agreement.
If any Individual Founder should marry or remarry subsequent to the date of this Agreement, such Individual Founder shall within thirty (30) days thereafter obtain his/her new spouse’s acknowledgement of and consent to the existence and binding effect of all restrictions contained in this Agreement by causing such spouse to execute and deliver a Consent of Spouse acknowledging the restrictions and obligations contained in this Agreement and agreeing and consenting to the same.
The obligations set forth in this paragraph shall terminate with respect to an Individual Founder or a given Tulco Director upon the earlier to occur of (i) the date such individual is no longer serving as a member of the Board, whether by resignation, removal for cause or determination not to stand for re-election, and (ii) such individual’s death or Disability.