Examples of TortoiseCorp III in a sentence
For the avoidance of doubt, Pubco, the Company and TortoiseCorp III acknowledge and agree that the Lender Shares, or any Pubco Common Shares exchanged for the Lender Shares shall not be subject to the restrictions on transfer in Section 5 hereof or any other restrictions in this Agreement.
Each Stockholder agrees to execute and deliver to the Company the Company Stockholder Written Consent which shall, pursuant to, and in accordance with, the A&R BCA, be delivered by the Company to TortoiseCorp III concurrently with the execution and delivery of the A&R BCA.
The proxy granted by Stockholder pursuant to this Section 3 is irrevocable and is granted in consideration of TortoiseCorp III entering into this Agreement and the A&R BCA and incurring certain related fees and expenses.
Each of the Letter Agreement Parties, TortoiseCorp III and Pubco hereby agree that effective as of the Closing (and not before), that the Letter Agreement, dated as of July 19, 2021 (the “Letter Agreement”), by and among TortoiseCorp III and each of the Letter Agreement Parties, shall be amended as set forth in this Section 5.
Each Stockholder, with respect to all of the Shares, hereby irrevocably grants to, and appoints, TortoiseCorp III and any designee of TortoiseCorp III (determined in TortoiseCorp III’s sole discretion) as Stockholder’s attorney-in-fact and proxy, with full power of substitution and resubstitution, for and in Stockholder’s name, to vote, or cause to be voted (including by proxy or written consent, if applicable) any Shares owned (whether beneficially or of record) by Stockholder.
TortoiseCorp III and the TortoiseCorp Holders hereby terminate the Prior Agreement, which shall be of no further force and effect and is hereby superseded and replaced in its entirety by this Agreement.