Examples of Xxxxx Stockholder in a sentence
Xxxxx Stockholder Meeting to be mailed to their respective stockholders as promptly as practicable after the Form S-4 is declared effective under the Securities Act.
The Xxxxx Stockholder shall have the right to assign to one or more of their Affiliates all or any of its rights to purchase shares of Common Stock pursuant to this Section 12.1.
The Joining Party hereby acknowledges, agrees and confirms that, by his, her or its execution of this Joinder Agreement, the Joining Party will be deemed to be a party to the Stockholders Agreement and shall have all of the obligations under the Stockholders Agreement as a Parthenon Stockholder or Xxxxx Stockholder, as applicable, as if he, she or it had been an original signatory to the Stockholders Agreement.
The rights and obligations hereunder shall not be assignable without the prior written consent of the other parties hereto; provided, however, that the rights and obligations of any Xxxxx Stockholder hereunder shall automatically transfer to any Affiliated Transferee of such Xxxxx Stockholder; provided, further, that without the prior written consent of any party hereto, the SL Parties may assign this Agreement to another SL Party.
If any such transferee is an individual and married, such Xxxxx Stockholder shall, as a condition to such transfer, cause such transferee to deliver to the Company and SL a duly executed copy of a Spousal Consent in the form attached hereto as Annex B.
Xxxxx Stockholder Approval (as hereinafter defined), to consummate the transactions contemplated thereby.
The Xxxxx Stockholder understands that Newmark is not under any obligation to file a registration statement or to take any other action under the securities laws with respect to any such securities except as expressly set forth in Article VII hereof.
Notwithstanding the foregoing, each Stockholder or Xxxxx Stockholder that is required to enter into a Lock-Up Agreement shall have the right to pledge his, her or its UbiquiTel Stock subject to the Lock-Up Agreement as collateral for margin loans before the restrictions on resale imposed by the Lock-Up Agreement terminate.
At the Closing, Newmark will enter into and deliver to the Xxxxx Stockholder a Registration Rights Agreement in substantially the form attached hereto as Exhibit 7.01 hereto which affords to the Xxxxx Stockholder certain demand and piggyback registration rights with respect to its Consideration Shares.
The Xxxxx Stockholder will vote (or consent with respect to) or cause to be voted (or a consent to be given with respect to) the Newmark Shares beneficially owned by it or any of its Affiliates (other than Newmark) or with respect to which it or any of its Affiliates has the power (by agreement, proxy or otherwise) to cause to be voted (or to provide a consent) in favor of the adoption and approval of this Agreement.