Examples of Xxxxxx Stockholders in a sentence
Notwithstanding the foregoing, if the Xxxxxx Stockholders sign one or more consents in writing approving each of the matters set forth in clauses (i) through (vi) of this Section 10.01(a), and duly deliver such written consent or consents to the Company in the manner provided in the Certificate of Incorporation of the Company prior to May 14, 2007, the Company shall no longer be obligated to duly call, give notice of, convene or hold the Initial Stockholders’ Meeting.
The closing of the purchase and sale pursuant to Section 1.01 shall be held at the offices of Xxxxx Xxxx & Xxxxxxxx immediately prior to the Effective Time and shall be subject to consummation of the Merger and the purchases of all Note Shares from all Xxxxxx Stockholders pursuant to Section 1.01.
The date on which the Xxxxxx Stockholders (as defined in the Call Agreement) cease for any reason to hold or have the right to vote shares of voting stock having more than 50% of the Total Voting Power of all of the outstanding Voting Stock and voting stock equivalents of the Company, whether such shares of voting stock are issued to such Person or such Person’s Affiliate.
In addition, in the case of any non-cash Restricted Payment which will be received in whole or in part by the Xxxxxx Stockholders, the Board Resolution determining the Fair Market Value thereof shall require the approval of a majority of the independent members of the Board of Directors, whose Resolution shall be delivered to the Trustee.
In addition to the conditions provided in the Merger Agreement, it shall be a condition to the obligations of the Xxxxxx Stockholders, on the one hand, and the Buyer and Parent, on the other hand, to consummate a purchase and sale pursuant to this Article 1 that the representations and warranties of the Parent and Buyer, on the one hand, and the Xxxxxx Stockholders, on the other hand, in this Agreement are true and correct in all material respects at such time.