Parent Interests definition
Examples of Parent Interests in a sentence
Each Rollover Stockholder hereby acknowledges and agrees that (i) delivery of such Parent Interests shall constitute complete satisfaction of all obligations towards or sums due to such Rollover Stockholder by Parent with respect to the applicable Shares being contributed, assigned, transferred or delivered, and (b) on receipt of such Parent Interests, such Rollover Stockholder shall have no right to any Merger Consideration with respect to the Shares contributed to Parent by such Rollover Stockholder.
As consideration for the contribution, assignment, transfer and delivery of the Shares to Parent pursuant to Section 3(a), at the Contribution Closing (as defined below), Parent shall issue Parent Interests in the name of each Rollover Stockholder (or, if designated by such Rollover Stockholder in writing, in the name of an Affiliate of such Rollover Stockholder) in the amount set forth opposite such Rollover Stockholder’s name on Schedule A-2.
All representations and warranties of the Stockholders or by or on behalf of Parent in connection with the transactions contemplated by this Agreement contained herein shall survive the execution and delivery of this Agreement, any investigation at any time made by or on behalf of Parent or the Stockholders, and the issuance of the Parent Interests.
The execution of this Agreement by the Rollover Stockholders evidences, subject to Sections 12 and 14 of this Agreement and, in the case of Significant Stockholder, the receipt of the Requisite Significant Stockholder Stockholder Approval, the irrevocable election and agreement by the Rollover Stockholders to contribute their respective Shares as set forth in Schedule A-2 hereto in exchange for Parent Interests at the Contribution Closing on the terms and conditions set forth herein.
The Parent Interests will be duly authorized, validly issued, fully paid and nonassessable, and free and clear of all Encumbrances, preemptive rights, rights of first refusal, subscription and similar rights (other than those arising under any agreements entered into at the Contribution Closing by any Stockholders) when issued.