The Stock Purchase Agreement. In connection with entering into the Stock Purchase Agreement, Employee will receive payments from Employer or Employer's affiliates in respect of Employee's Company Shares (as such term is defined in the Stock Purchase Agreement), in addition to the Milestone Payments set forth in the Stock Purchase Agreement and the Annual Incentive Payments set forth in this Agreement. At any time after the date of this Agreement, Employee shall not, directly or indirectly, use, sell, disseminate, disclose, lecture upon or publish articles concerning any Confidential Information or trade secrets of Employer or BWMB, their subsidiaries or their clients. At the end of the Employment Period, Employee will surrender to Employer all Confidential Information, and any copies thereof, then in Employee's possession. This Agreement shall apply to all of Employer's, BWMB's and their subsidiaries' and clients' Confidential Information as long as the Confidential Information is not generally known or used in the industry in which the disclosing party does business or those trade secrets that are made public through publication, or product announcement by Employer, BWMB or their clients. In light of Employee's value to and knowledge of BWMB and Employer's minimally invasive technology business and Employee's receipt of payments for the Company Shares and any Milestone Payments and Annual Incentive Payments, Employee agrees that, during the Employment Period and for a period of three (3) years thereafter (the "Non-Compete Period"), Employee will not, in association with or as an officer, principal, member, advisor, agent, partner, director, material stockholder, employee or consultant of any corporation (or sub-unit, in the case of a diversified business) or other enterprise, entity or association, work on the acquisition or development of, or engage in any line of business, property or project which is, directly or indirectly, competitive with any business that BWMB or Employer's minimally invasive technology business engages in or, to Employee's knowledge is planning to engage in during the Employment Period, including but not limited to the Business (as such term is defined in the Stock Purchase Agreement). Such restriction shall cover Employee's activities anywhere in the world.
The Stock Purchase Agreement. Notwithstanding anything contained in this Agreement to the contrary, (a) neither the approval, execution, delivery or public announcement of the Stock Purchase Agreement, dated as of December 13, 2007 (the “STOCK PURCHASE AGREEMENT”), between the Company and Deutsche Lufthansa AG, nor the consummation of the transactions contemplated thereby (including, without limitation, the issuance of the Common Shares) or the performance by the Company of its obligations thereunder shall cause (i) the Rights to become exercisable or (ii) Deutsche Lufthansa AG or any of its Affiliates or Associates to be an Acquiring Person and (b) solely for purposes of determining whether Deutsche Lufthansa AG or any of its Affiliates or Associates is an Acquiring Person, until such time as the standstill obligations set forth in Section 5.13 of the Stock Purchase Agreement lapse in accordance with Section 5.13(c) thereof, the Common Shares acquired by Deutsche Lufthansa AG or any of its Affiliates or Associates pursuant to the Stock Purchase Agreement, and any Common Shares hereafter acquired by Deutsche Lufthansa AG or any of its Affiliates or Associates up to 20% of the Common Shares then outstanding, shall be excluded from the Common Shares deemed hereunder to be Beneficially Owned by Deutsche Lufthansa AG or any of its Affiliates or Associates.”
The Stock Purchase Agreement. The Stock Purchase Agreement Parties entered into a Stock Purchase Agreement dated August 10, 2012 (the “Purchase Agreement”) under which, among other things, (x) the York Plains Investors invested $5,000,000.00 in the Company in consideration of 50,000 shares of the Company’s Series C Preferred Stock (the “Series C Preferred Shares”) and 50,000 shares of the Company’s Series D Convertible Preferred Stock (the “Series D Preferred Shares”) and (y) all outstanding shares of the Company’s Series A Preferred Stock and Series B Preferred Stock and the real and personal property associated with a dairy plant located in Clarinda, Iowa were exchanged for 12,000 shares of the Company’s Series E Preferred Stock, and 7,000 shares of the Company’s Series F Preferred Stock.
The Stock Purchase Agreement. Notwithstanding anything contained in this Agreement to the contrary, neither the approval, execution or delivery of the Stock Purchase Agreement nor the consummation of the transactions contemplated thereby shall cause (i) Xxxxxx X. Xxxxx to be an Acquiring Person, (ii) a Share Acquisition Date to occur or (iii) a Distribution Date to occur.”
The Stock Purchase Agreement the Stock Pledge Agreement, the Promissory Note, the Escrow Agreement, all dated March 28, 2006, and the Bentov Employment Agreement dated December 1, 2005 are all to be read together for interpretation of the entire transaction.
The Stock Purchase Agreement
