Agreement of the Stockholders Sample Clauses

Agreement of the Stockholders. The Stockholders, in reliance upon the representations, warranties, covenants and agreements of the Company set forth herein, and upon and subject to the terms, and provisions of this Agreement, hereby transfer, assign and deliver to the Company all of the issued and outstanding shares of the capital stock of Acquisition Corp. (the "Acquisition Corp. Shares") free and clear of all liens, claims, charges, limitations, agreements and restrictions whatsoever, in exchange solely for shares of common stock of the Company, $.001 par value (which shares to be exchanged hereunder are hereafter referred to as the "Company Shares"). The number of Acquisition Corp. Shares, and the Company Shares, which are to be transferred, assigned and delivered by each Stockholder to the Company, and by the Company to each Stockholder, pursuant to this Agreement are set forth opposite the name of such Stockholder below: Number of Acquisition Shares Owned to be Number of the Company Delivered to the Shares to be Delivered Name Company To Each Stockholder Xxxxxx Xxxxxx-Xxxxxxx 2,000 128,250 Xxxxxx Xxxxx-Xxxxxx 100 6,750 The parties acknowledge that after the exchange of the Acquisition Corp. Shares for the Company Shares as contemplated by the foregoing, they shall hold issued and outstanding Company common stock in the following number of shares and percentages of the issued and outstanding common stock of the Company: Xxxxxx Xxxxxx-Xxxxxxx, 128,250, 38.28%; and Xxxxxx Xxxxx-Xxxxxx, 6,750, 2.02%. The parties further acknowledge that additional stock issuances by the Company in the future may he made, including the possible issuance to private investors and the possible public offering of as yet undetermined amounts; provided that the foregoing acknowledgement shall not b e construed in any way to obligate the Company to issue any of its stock in any amounts or for any purposes whatsoever (including, without limitation, the purposes set forth above), nor shall the foregoing acknowledgement be construed to limit the Company's power, authority or right to issue its stock in any amounts whatsoever for purposes other than those set forth above. Accordingly, Company common stock acquired by Stockholders will be subject to dilution.
Sample 1
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Related to Agreement of the Stockholders

  • Covenants of the Stockholders Each of the Stockholders, severally and not jointly, agrees as follows:

  • Further Agreements of the Selling Shareholders Each of the Selling Shareholders covenants and agrees with each Underwriter that:

  • Indemnification by the Stockholders The STOCKHOLDERS covenant and agree that they, jointly and severally, will indemnify, defend, protect and hold harmless PARENT, ACQUISITION CORP., the COMPANY and the Surviving Corporation at all times, from and after the date of this Agreement until the applicable Expiration Date, from and against all claims, damages, actions, suits, proceedings, demands, assessments, adjustments, costs and expenses (including specifically, but without limitation, reasonable attorneys' fees and expenses of investigation) incurred by PARENT, ACQUISITION CORP., the COMPANY or the Surviving Corporation as a result of or arising from (i) any breach of the representations and warranties of the STOCKHOLDERS or the COMPANY set forth herein or on the Schedules or certificates delivered in connection herewith, (ii) any breach of any agreement on the part of the STOCKHOLDERS or the COMPANY under this Agreement, or (iii) any liability under the 1933 Act, the 1934 Act or other federal or state law or regulation, at common law or otherwise, arising out of or based upon any untrue statement or alleged untrue statement of a material fact relating to the COMPANY or the STOCKHOLDERS, and provided to PARENT or its counsel by the COMPANY or the STOCKHOLDERS (but in the case of the STOCKHOLDERS, only if such statement was provided in writing) contained in the Registration Statement or any prospectus forming a part thereof, or any amendment thereof or supplement thereto, or arising out of or based upon any omission or alleged omission to state therein a material fact relating to the COMPANY or the STOCKHOLDERS required to be stated therein or necessary to make the statements therein not misleading; provided, however, that such indemnity shall not inure to the benefit of PARENT, ACQUISITION CORP., the COMPANY or the Surviving Corporation to the extent that such untrue statement (or alleged untrue statement) was made in, or omission (or alleged omission) occurred in, any preliminary prospectus and the STOCKHOLDERS provided, in writing, corrected information to PARENT's counsel and to PARENT for inclusion in the final prospectus, and such information was not so included or properly delivered.

  • Further Agreements of the Selling Stockholders Each of the Selling Stockholders covenants and agrees with each Underwriter that:

  • Agreements of the Selling Stockholders Each Selling Stockholder agrees with you and the Company:

  • Covenants of the Stockholder The Stockholder agrees as follows:

  • Certain Agreements of the Company and the Selling Stockholders The Company agrees with the several Underwriters and the Selling Stockholders that:

  • Certain Covenants of the Stockholder Except in accordance with the terms of this Agreement, the Stockholder hereby covenants and agrees as follows:

  • Indemnification by the Stockholder In connection with any offering (including any Disposition) in which the Stockholder is participating pursuant to Article IV or Article V, the Stockholder agrees to indemnify and hold harmless the Issuer, any underwriter retained by the Issuer, their respective directors, officers, other Affiliates and each Person who controls the Issuer or such underwriter (within the meaning of Section 15 of the Securities Act) from and against any and all Liabilities arising out of or based upon (a) any untrue statement or alleged untrue statement of a material fact contained in the Disclosure Package, the Registration Statement, the Prospectus or in any amendment or supplement thereto; and (b) the omission or alleged omission to state in the Disclosure Package, the Registration Statement, the Prospectus or in any amendment or supplement thereto any material fact required to be stated therein or necessary to make the statements therein not misleading to the extent such Liabilities arise out of or are based upon written information furnished by the Stockholder or on the Stockholder’s behalf specifically for inclusion in or, in the case of information provided pursuant to Section 6.2(a)(ii), for use in the preparation of, the Disclosure Package, the Registration Statement, the Prospectus or any amendment or supplement thereto relating to the Registrable Securities as provided in Section 6.2; provided, however, that the liability of the Indemnifying Party under this Section 7.2 shall be limited to the amount of net proceeds received by the Stockholder in the transaction giving rise to such Liability.

  • Agreement to Vote the Subject Shares Stockholder, in his capacity as such, hereby agrees that, during the period commencing on the date hereof and continuing until the termination of this Agreement (such period, the "Voting Period"), at any meeting (or any adjournment or postponement thereof) of the holders of any class or classes of the capital stock of Cima, however called, or in connection with any written consent of the holders of any class or classes of the capital stock of Cima, Stockholder shall vote (or cause to be voted) the Subject Shares (x) in favor of adoption of the Merger Agreement and the approval of the Cima Merger and the other transactions contemplated by the Merger Agreement (and any actions required in furtherance thereof), (y) against any action, proposal, transaction or agreement that would result in a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of Cima or any of its subsidiaries under the Merger Agreement or of Stockholder under this Agreement, and (z) except as otherwise agreed to in writing in advance by AAI, against (i) any Acquisition Proposal; (ii) any change in the Persons who constitute the board of directors of Cima that is not approved in advance by at least a majority of the Persons who were directors of Cima as of the date of this Agreement (or their successors who were so approved); and (iii) any other action or proposal involving Cima or any of its subsidiaries that is intended, or could reasonably be expected, to prevent, materially impede, or materially impair or delay consummation of the Cima Merger or the other transactions contemplated by the Merger Agreement. Any such vote shall be cast or consent shall be given in accordance with such procedures relating thereto as shall ensure that it is duly counted for purposes of determining that a quorum is present and for purposes of recording the results of such vote or consent. Stockholder agrees not to enter into any agreement, letter of intent, agreement in principle or understanding with any Person that violates or conflicts with or could reasonably be expected to violate or conflict with the provisions and agreements contained in this Agreement or the Merger Agreement.

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