Examples of Initial Warrant Holder in a sentence
This Warrant Certificate is issued under and in accordance with the Warrant and Registration Rights Agreement, dated as of May 10, 2010 (the “Warrant Agreement”), by and among the Company, the Initial Warrant Holder and the Agent, and is subject to the terms and provisions contained in the Warrant Agreement, to all of which terms and provisions the Holder of this Warrant Certificate consents by acceptance hereof.
The agreements contained in this Section 10.01(b) shall remain in full force and effect notwithstanding (i) any termination of this Agreement or any underwriting or agency agreement, (ii) the receipt by the Initial Warrant Holder of such Warrants or (iii) the sale or successive resales of the Registered Securities.
Promptly upon receipt by the Company of the final valuation of the Warrants by such appraiser, but in no event later than 45 Business Days from the date of this Agreement, the Company shall deliver to the Initial Warrant Holder notice of the amount to be allocated to each tranche of Warrants (the “Allocation”), which Allocation shall be binding on the Company and the Initial Warrant Holder.
On or prior to January 31, 2011, the Warrants may not, whether directly or as a result of the transfer of the equity interests in the Holders, be transferred to any Person that is not the Initial Warrant Holder or an Affiliate of such Holder.
At any time after the Issuance Date, the Warrants may be transferred to the Initial Warrant Holder or any Affiliate of such Holder.
The Board shall have no obligation to appoint or nominate any GGC Appointee upon written notice that such appointment or nomination would violate applicable law or result in a breach by the Board of its fiduciary duties to its stockholders; provided, however, that the foregoing shall not affect the right of the Initial Warrant Holder to designate an alternate GGC Appointee.
The Initial Warrant Holder may propose an additional candidate for election to the Board who meets all relevant standards for independence to fill such initial vacancy.
If any GGC Appointee ceases to serve as a director of the Company for any reason during his or her term, the Company will use its reasonable best efforts to cause the Board to fill the vacancy created thereby with a replacement designated by the Initial Warrant Holder.
This Agreement has been duly executed and delivered by the Company and assuming due authorization, execution and delivery hereof by the Initial Warrant Holder and the Agent, constitutes a legal, valid and binding obligation of the Company, enforceable in accordance with its terms, subject, as to enforcement, to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles.
If, for any reason, a candidate designated as a GGC Appointee is determined to be unqualified to serve on the Board because such appointment would constitute a breach of the Board’s fiduciary duties or applicable law, the Initial Warrant Holder shall have the right to designate an alternative GGC Appointee to be so appointed and the provisions of this Section 9.04(b) shall apply, mutatis mutandis, to such alternative GGC Appointee.