Examples of Whippoorwill Account in a sentence
With respect to any obligations hereunder assumed by any Whippoorwill Account, such obligations shall be several and not joint and shall be limited to the percentage held by such Whippoorwill Account of the total Common Equivalent Shares held by all such Whippoorwill Accounts, and no such Whippoorwill Account shall be liable for any obligation of any other Whippoorwill Account.
Each of Xxxxx, Xxxxxx Xxxxxxx and each Whippoorwill Account shall be a "Secured Lender" for so long as each remains bound hereby, and all Secured Lenders bound hereby shall collectively constitute, the "Lender Group").
Whippoorwill Associates, Incorporated has all requisite authority and power to execute and deliver this Agreement and the Registration Rights Agreement on behalf of each Whippoorwill Account and to consummate the transactions contemplated hereby.
Neither the execution and delivery of this Agreement or the Registration Rights Agreement by any Whippoorwill Account nor the consummation by any Whippoorwill Account of the transactions contemplated hereby nor compliance by any Whippoorwill Account with any of the provisions hereof will conflict with or result in any breach of any provision of such Whippoorwill Account's formative documents.
Each Whippoorwill Account is duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation and has all requisite power and authority to own and use its properties and to carry on its business as now being conducted, except where the failure to have such power and authority would not have a material adverse effect on such Whippoorwill Account.
Each Whippoorwill Account acknowledges that the Whippoorwill Shares and the Common Stock into which such Shares are convertible have not been registered under the Securities Act, or applicable state securities laws and agrees to comply fully with such laws in connection with any resale or transfer thereof.
Failure to provide required documentation will have a negative impact on the performance evaluation process.
Each Whippoorwill Account acknowledges that the Whippoorwill Shares and the Common Stock into which such Shares are convertible will be subject to transfer restrictions as more fully set forth in Section 6.3 hereof.
Very truly yours, Whippoorwill Associates, Inc., as general partner of and/or agent for, each Whippoorwill Account By: -------------------------------- Name: ------------------------------- Its: -------------------------------- Address: 00 Xxxxxxx Xxxxxx Xxxxx Xxxxxx, XX 00000 Attn: Xxxxx Xxxxxxxxxxx ACCEPTED AND AGREED TO: Arch Communications Group, Inc.
With respect to any obligations hereunder assumed by any Whippoorwill Account, such obligations shall be several and not joint and shall be limited to the percentage held by such Whippoorwill Account of the total Shares held by all such Whippoorwill Accounts, and no such Whippoorwill Account shall be liable for any obligation of any other Whippoorwill Account.