Examples of Zell Xxxup in a sentence
The Company agrees to remove promptly all legends and stop transfer orders with respect to the transfer of Company Voting Securities being made to a person who is not then a member of the Zell Xxxup in compliance with the provisions of this Agreement.
Prior to the fifth anniversary of the Effective Date, no member of the Zell Xxxup shall directly or indirectly assist, encourage or induce any person to bid for or acquire outstanding Company Voting Securities (other than any Company Voting Securities held by the Zell Xxxup) in any transaction or series of related transactions, unless the consummation of such transaction or series of related transactions requires approval of a majority of the Board of Directors.
Notwithstanding anything to the contrary in this Agreement, in no event shall any member of the Zell Xxxup who is a Zell Xxxiliate be responsible in any manner for any liability or obligation of any person or group who is not a Zell Xxxiliate.
Except as the same may be approved by a majority of the Disinterested Directors in a specific resolution to that effect adopted prior to the taking of such action, prior to the fifth anniversary of the Effective Date, no member of the Zell Xxxup shall take any action, alone or in concert with any other person to circumvent the limitations of the provisions of Article III of this Agreement.
All of the liabilities and obligations under this Agreement: (a) of members of the Zell Xxxup who are Zell Xxxiliates shall be joint and several; (b) as between members of the Zell Xxxup who are Zell Xxxiliates, on the one hand, and any other persons or groups who are not Zell Xxxiliates, on the other hand, shall be several and not joint.
No member of the Zell Xxxup shall transfer securities to another member of the Zell Xxxup unless the transferee shall agree to be bound by this Agreement in the manner specified above in this Section 7.5.
Prior to June 30, 2002, no member of the Zell Xxxup shall engage in any material transaction with the Company without the prior approval of a majority of the Disinterested Directors.
No member of the Zell Xxxup shall transfer securities to another member of the Zell Xxxup unless the transferee shall agree to be bound by this Agreement in the manner specified above in this Section 9.2.
For purposes of calculating the maximum limitations, all Company Voting Securities that are the subject of an agreement, arrangement or understanding pursuant to which the Zell Xxxup or any member thereof has the right to obtain beneficial ownership of such securities in the future (including the Warrant Shares to the extent the Warrant has not been exercised or has not expired) shall also be deemed to be outstanding and beneficially owned by the Zell Xxxup or the applicable member thereof.
Notwithstanding anything to the contrary in this Agreement, in no event shall any member of the Zell Xxxup who is not a Zell Xxxiliate be responsible in any manner for any liability or obligation of any person or group who is a Zell Xxxiliate.