Examples of OW Group in a sentence
The rights and obligations of the OW Group set forth in this Article VI (other than those set forth in Section 6.8) shall terminate on the earlier of the date (i) that the OW Group owns less than 3% of the issued and outstanding Common Stock or (ii) solely with respect to Section 6.9, upon the OW Group enforcing its rights under Section 4.6.
If the OW Group determines for any reason not to proceed with any proposed registration requested pursuant to Section 6.1, the OW Group shall promptly notify the Company in writing.
In the event that any member of the OW Group Transfers any Purchased Shares in contravention of Section 5.1, such Transfer shall be null and void, and the Company agrees it will not take any action to effect such a Transfer nor will it treat any alleged transferee as the holder of such Purchased Shares.
The Company shall promptly give notice of the withdrawal or termination of any registration to the OW Group, to the extent the OW Group has elected to participate in such registration.
It is understood and agreed that in the event that a vacancy is created at any time as a result of (i) the death or permanent disability of any Director Designee or (ii) the retirement, resignation or removal (with or without cause) of any Director Designee other than OW, then the OW Group shall have the right to designate a replacement director (who shall be reasonably acceptable to the Company and shall satisfy the eligibility requirements in Section 4.3) to fill such vacancy.
In the event the Company exercises its rights under the preceding sentence, the OW Group agrees to suspend, promptly upon its receipt of the notice referred to above, its use of any prospectus relating to such registration in connection with any sale or offer to sell Registrable Securities.
Any provision of this Agreement may be amended or waived if, but only if, such amendment or waiver is in writing and is duly executed and delivered by the Company and the OW Group.
It shall be a condition precedent to the obligations of the Company to take any action pursuant to Section 6.1 or 6.2 that the OW Group shall furnish to the Company such information regarding itself, the Registrable Securities held by it and the intended method of distribution of such securities as required by Section 6.10 or as otherwise reasonably requested by the Company.
The OW Group agrees to execute and deliver such other agreements as may be reasonably requested by the Company or the representative(s) of the underwriter(s) that are consistent with the OW Group’s obligations under Section 6.9 or that are necessary to give further effect thereto.
All underwriting fees and selling commissions relating to the distribution of the Registrable Securities and all taxes, if any, on the transfer and sale, respectively, of the Registrable Securities being sold that are incurred in connection with any registrations hereunder shall be borne by the OW Group.