Examples of Senior Management Stockholder in a sentence
Xxxxxxxxxxxx (xxe "Senior Management Stockholder") represents and warrants to each of the Underwriters that such Senior Management Stockholder has no reason to believe that the representations and warranties of the Company contained in Section 4(A) of this Agreement are not true and correct in all material respects.
Such Senior Management Stockholder and Preferred Stockholder holds such Company Capital Stock free and clear of any lien, security interest, mortgage, pledge, restriction, encumbrance or claim of any kind (collectively “Encumbrances”) and immediately upon the consummation the Merger, Parent, directly or indirectly shall own such Company Capital Stock free and clear of any Encumbrances.
Such Senior Management Stockholder and Preferred Stockholder with respect to this Agreement, has the requisite power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby.
Such Senior Management Stockholder and Preferred Stockholder owns beneficially and of record the number of shares of Company Capital Stock set forth on Schedule 4.01.
It is understood that the obligations of each Senior Management Stockholder and Preferred Stockholder under this Section 6.02 are several and not joint.
Such Senior Management Stockholder and Preferred Stockholder has voted to approve and adopt this Agreement and the consummation of the Merger and the transactions contemplated hereby pursuant to a written consent as described in Section 6.01(r).
The Parent Shares to be issued to such Senior Management Stockholder are being acquired by such Senior Management Stockholder in good faith solely for the account of such Senior Management Stockholder, for investment purposes and not with a view to subdivision, distribution or resale.
The parties agree that Parent’s sole recourse with respect to any Claims against any Senior Management Stockholder shall be to withhold all or a portion of the Escrow Shares in accordance with the terms and conditions of the Escrow Agreement.
Each Senior Management Stockholder and Preferred Stockholder and the Company agrees to notify the Parent within 24 hours orally and within 48 hours in writing if any such Acquisition Proposal (including terms thereof and identity of persons making such proposal) is received and furnish to the Parent a copy of any written proposal.