Purchaser Charter; Auditors Clause Samples

Purchaser Charter; Auditors. Before the Closing, the parties agree to cooperate in good faith to (a) revise the form of Purchaser Charter set forth on Exhibit I to provide that TDCC shall have the right to elect, by written notice to Purchaser, to convert all or any portion of its Purchaser Common Stock into Equity Interests of Purchaser, the terms of which shall be identical in all respects to the Purchaser Common Stock except that, only for so long as such Equity Interests are held by TDCC or its Subsidiaries, such Equity Interests shall have no right to vote on any matter on which holders of Purchaser Common Stock are entitled to vote under the Purchaser Charter; and (b) mutually agree on the selection of an independent certified public accountant to serve as the auditor of Purchaser in accordance with Section 12(c)(i) of the Investor Rights Agreement.