Examples of Xxxxxx Subscription Agreement in a sentence
The transactions contemplated by the St. Xxxxxx Subscription Agreement and the Credit Agreement, which are transactions to be completed on or prior to the Closing Date, shall have been completed or will be completed simultaneously with the Closing.
Accordingly, Executive and Xxxxxx Trust hereby agree that, effective as of the IPO Date, neither Executive, Xxxxxx Trust nor any other person has any further rights pursuant to Section 4 of the Xxxxxx Subscription Agreement.
The Acquiror has delivered to the Company on the Amendment Date a true, correct and complete copy of the fully executed Xxxxxx Subscription Agreement pursuant to which the Xxxxxx Subscriber has committed, subject to the terms and conditions therein, to purchase 5,000,000 shares of Acquiror Common Stock.
As of the Amendment Date, assuming the conditions set forth in Section 9.01 and Section 9.02 will be satisfied, Acquiror has no reason to believe that any of the conditions to the consummation of the purchases under the Xxxxxx Subscription Agreement will not be satisfied, and, as of the Amendment Date, Acquiror is not aware of the existence of any fact or event that would or would reasonably be expected to cause such conditions not to be satisfied.
The Xxxxxx Subscription Agreement is in full force and effect and is legal, valid and binding upon the Acquiror and the Xxxxxx Subscriber, enforceable in accordance with its terms.
As of the Amendment Date, there are no side letters or Contracts to which Acquiror or Merger Sub is a party related to the provision or funding, as applicable, of the purchases contemplated by the Xxxxxx Subscription Agreement or the transactions contemplated hereby other than as expressly set forth in this Agreement, the Xxxxxx Subscription Agreement or any other agreement entered into (or to be entered into) in connection with the Transactions delivered to the Company.
There are no conditions precedent or other contingencies related to the consummation of the purchases set forth in the Xxxxxx Subscription Agreement, other than as expressly set forth in the Xxxxxx Subscription Agreement.
The transactions contemplated by the Xxxxxx Subscription Agreement have been consummated concurrently with the Closing.
Without limiting the generality of the foregoing, the parties hereto agree and acknowledge that this Agreement shall supersede and replace in its entirety the Xxxxxx Subscription Agreement, which shall, on and after the date hereof, be terminated in full and no longer be in force or effect.
Xxxxxx 2012 Family Trust (the “Xxxxxx Trust”) hereby acknowledge and agree that, effective as of the IPO Date, Section 4 of the Xxxxxx Subscription Agreement will automatically terminate and will be of no further force or effect.