Examples of Stockholder Note in a sentence
The third paragraph of the Stockholder Note is hereby amended and restated on the Effective Date to read in its entirety as follows: "This Note may be prepaid, in whole or in part, at any time without penalty.
Until the Effective Date, the Stockholder Note, the Stock Pledge Agreement and the Stockholder Agreement, as in effect on the date hereof, shall remain in full force and effect without giving effect to this Agreement.
On and after the Effective Date, the Stockholder Note, the Stock Pledge Agreement and the Stockholder Agreement, as modified hereby shall continue to be in full force and effect and each is hereby ratified and confirmed in all respects.
In connection with the Closing and immediately prior to the Effective Time, the Stockholder and the Company each shall take all actions for the Stockholder Notes to be converted into shares of the Company Common Stock pursuant to the terms of the applicable Stockholder Note.
The Stockholder shall have consented to the assignment by PowerCerv to ASA of the Stockholder Note and the Stock Pledge and Security Agreement and Escrow Agreement, each dated as of August 31, 2001 between PowerCerv and Stockolder, on terms acceptable to ASA; provided, however, that if the Stockholder does not so consent, then Buyer shall have the right to reject the Stockholder Note and treat the Stockholder Note as an Excluded Asset.
The Company has all requisite corporate power and authority to enter into and perform this Agreement and to issue and deliver the Company Shares and the Stockholder Note in accordance with the terms hereof.
Neither the Company, nor any of its affiliates, nor any person acting on its or their behalf, has engaged any placement agent or exchange agent in connection with the offer and sale of the Company Shares and the Stockholder Note.
Following any Stockholder Note Conversion, the Exchange Ratio shall be adjusted in accordance with Sections 2.6(f) and 2.6(j).
The execution, delivery and performance of this Agreement and the Stockholder Note by the Company does not (i) conflict with or breach any agreement or instrument to which the Company is a party or by which any of its assets are bound, or any organizational documents of the Company or (ii) violate any order, injunction, decree, statute, rule or regulation applicable to the Company or its assets.
The Stockholder Note has been duly authorized and, upon issuance in accordance with the terms of this Agreement, shall not be subject to any preemptive rights or other similar rights of the stockholders of the Company.