NMP Entities definition
Examples of NMP Entities in a sentence
In addition, each of the NMP Entities shall be a third party beneficiary of this Agreement and shall be entitled to enforce this Agreement.
The Company shall give the Optionee at least five business days’ notice (or, if not practicable, such shorter notice as may be practicable) (the “Sale Notice”) prior to the anticipated date of the consummation of a sale by the NMP Entities of any of their shares of Common Stock to a Third Party (an “NMP Sale”).
The NMP Entities shall provide such information to the Company as promptly as practicable to enable the Company to comply with the foregoing sentence.
This Agreement and any of the provisions hereof may be amended, waived (either generally or in a particular instance and either retroactively or prospectively), modified or supplemented, in whole or in part, only by written agreement signed by the Company, the Majority Shareholders and the NMP Entities; provided, that, the observance of any provision of this Agreement may be waived in writing by the party that will lose the benefit of such provision as a result of such waiver.
Each Shareholder will be entitled to sell the same percentage of its Capital Stock as the NMP Entities sell of their Capital Stock in such sale (determined on the basis of the aggregate number of shares of Common Stock owned and the aggregate number of such shares of Common Stock being sold by the NMP Entities (assuming conversion, exchange or exercise of all Convertible Securities held by the NMP Entities and such Shareholder)).
If any Shareholder sells any shares pursuant to this Section 3.4, such Shareholder shall pay and be responsible for such Shareholder’s proportionate share of the Expenses of Sale and the Sale Obligations, including indemnifying the underwriters of such Public Offering, on a proportionate basis, to the same extent as the NMP Entities are required to indemnify such underwriters.
Each Shareholder, at such Shareholder’s option, may participate proportionately (as provided for below), and the NMP Entities shall allow each Shareholder to participate, in any sale (other than a Public Offering or pursuant to Rule 144, which shall be governed by Section 3.4) of all or a portion of the Capital Stock owned by any of the NMP Entities to any Third Party.
The execution of a counterpart signature page to this Agreement after the date hereof by a shareholder of the Company or one of its subsidiaries shall only require consent of the Company and the NMP Entities and shall not be deemed an amendment to this Agreement so long as such shareholder agrees to be treated as an “Employee” or “deLaski Shareholder” hereunder.
The Shareholder will be entitled to sell, pursuant to this Section 2.2, the same percentage of his or her Common Stock as the NMP Entities sell of their capital stock in such sale (determined on the basis of the aggregate number of shares of Common Stock owned and the aggregate number of such shares of Common Stock being sold by the NMP Entities (assuming conversion, exchange or exercise of all Convertible Securities held by the NMP Entities and the Shareholder)).
The Shareholder, at the Shareholder’s option, may participate proportionately (as provided for below), and the NMP Entities shall allow the Shareholder to participate, in any sale (other than a Public Offering or pursuant to Rule 144, which shall be governed by Section 2.3) of all or a portion of the capital stock owned by any of the NMP Entities to any Third Party.