Irrevocable Undertaking. In accordance with and subject to the terms and conditions to be set out in the Announcement, each of the Covenantors irrevocably and unconditionally undertakes that it shall:
Irrevocable Undertaking. 2.1 The Obligated Party hereby irrevocably undertakes to accept the Offer, if made, in respect of the Securities within five business days prior to the end of the initial acceptance period of the Offer. The undertaking to accept the Offer shall be irrevocable even if the Offer gives accepting shareholders the right to withdraw acceptances during the acceptance period under the Offer. 1 SEK 16.50 per share payable in shares of Novavax common stock. Novavax common stock will be valued at the volume-weighted average share price over the 15 trading days prior to announcement. 2 Cashed out at fair market value determined using the Black-Scholes Model. 3 Employee and board member stock options 2012/2016. 4 SEK 8.30 per stock option payable in shares of Novavax common stock, representing the offer price per share (SEK 16.50) reduced by the strike price per share for the stock options (SEK 8.20).
Irrevocable Undertaking. In order to induce Beneficiaries to enter into the Note Documents and the Transaction Documents to which each is a party and in recognition of the commitment of Equity Obligor to Beneficiaries to fund, either directly or indirectly and together with the Parent Entities, not less than $25,000,000 to PA Xxxxxxx, Equity Obligor irrevocably agrees to pay the following obligations when the same shall become due and payable hereunder, whether at stated maturity, by acceleration, demand or otherwise (including amounts that would become due and payable but for the operation of the automatic stay under Section 362(a) of Title 11 of the United States Code entitled “Bankruptcy,” as now or hereafter in effect, or any successor statute (the “Bankruptcy Code”)): any and all unsatisfied indemnification obligations due and payable by PA Xxxxxxx or any of its subsidiaries (collectively, the “PA Xxxxxxx Subsidiaries” (it being understood that a Person is not a “PA Xxxxxxx Subsidiary” at any time it is not a subsidiary of PA Xxxxxxx) and, together with PA Xxxxxxx, the “PA Xxxxxxx Parties”) pursuant to the indemnification terms and conditions of the Note Agreement, the Stock Purchase Agreement or the Racing Services Agreement and any and all unsatisfied obligations due and payable by either Parent Entity as a result of its breach of Section 10.15 of the Note Agreement (all such obligations collectively, the “Equity Commitment Obligations”). In addition to the foregoing, in order to induce Beneficiaries to enter into the Note Documents and the Transaction Documents to which each is a party and in recognition of Equity Obligor’s commitment to Beneficiaries to fund, either directly or indirectly and together with the Parent Entities, not less than $25,000,000 to PA Xxxxxxx, following the occurrence of a Bankruptcy Event, Equity Obligor irrevocably guaranties, as primary obligor and not merely as surety, the due and punctual payment in full of all Obligations (as such term is defined in the Note Agreement) of the PA Xxxxxxx Parties when the same shall become due and payable hereunder, whether at stated maturity, by acceleration, demand or otherwise (including amounts that would become due and payable but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code). For purposes hereof, a “Bankruptcy Event” means any of the following: any PA Xxxxxxx Party (i) commences a voluntary case under the Bankruptcy Code or under any other applicable bankruptcy, inso...
Irrevocable Undertaking. Upon the date hereof, the Company and Mr. Avitbul shall enter into irrevocable undertaking in the form attached as Schedule 6 hereto.
Irrevocable Undertaking. The Shareholder irrevocably undertakes to exercise or procure the exercise of the voting rights attached to all of the Offeree Shares (i) to vote in favor of the Scheme at the Court Meeting; and
