Director Holders definition
Examples of Director Holders in a sentence
No party may assign any rights or delegate any of its duties under this Agreement, but this Agreement shall be binding upon and inure to the benefit of the successors to the business and assets of the Corporation, Onex and the Director Holders.
The Corporation shall not merge, consolidate, or amalgamate with another corporation, or sell all or substantially all of its assets to another Person, if pursuant thereto any member of the Onex Group is to receive equity securities as full or partial consideration for its Shares unless all Director Holders have the right to receive the same securities in proportion to their respective holdings of Shares.
Each of the Director Holders represents and agrees that the Director Shares owned by him were acquired for his own account and will not be transferred in violation of this Agreement, the securities laws of the United States, or any other applicable law.
If, prior to the time when the Corporation becomes a Public Company, the Corporation intends to sell shares of its capital stock or options, warrants, rights to purchase, or securities convertible into, or exchangeable for, shares of its capital stock to any member of the Onex Group for cash, the Corporation shall give notice thereof (the "Sale Notice") to each of the Director Holders.
On the Closing Date, the Sponsor Holdco and the Director Holders (as defined therein) shall deliver to Acquiror and the Company a duly executed copy of that certain Amended and Restated Registration Rights Agreement, by and among Acquiror, the Sponsor Holdco, certain former stockholders of the Company, the Director Holders (as defined therein) and the Investor Stockholders (as defined therein), in substantially the form attached as Exhibit C to the Merger Agreement.
Any transferee of Shares owned by any Onex Group Member or of the Director Holders pursuant to this Section 4.2 shall acquire such Shares free of this Agreement, unless the agreement between the Onex Group Member and such transferee provides otherwise.
On the Closing Date, the Sponsor Holdco and the Director Holders (as defined therein) shall deliver to Acquiror and the Company a duly executed copy of that certain Amended and Restated Registration Rights Agreement, by and among the Acquiror, the Sponsor Holdco, certain former stockholders of the Company, the Director Holders (as defined therein) and the Investor Stockholders (as defined therein), in substantially the form attached as Exhibit F to the Merger Agreement.
On the Closing Date, the Sponsor Holdco and the Director Holders (as defined therein) shall deliver to GX and the Company a duly executed copy of that certain Registration Rights Agreement, by and among GX, the Sponsor Holdco, the Target Holders and the Investor Stockholders (as defined therein), in substantially the form attached as Exhibit A to the Merger Agreement.
On the Closing Date, the Sponsor Holdco and the Director Holders (as defined therein) shall deliver to Acquiror and the Company a duly executed copy of that certain Amended and Restated Registration Rights Agreement, by and among Acquiror, the Company, the Sponsor Holdco, the Major Company Stockholders, and certain of their respective Affiliates, in substantially the form attached as Exhibit A to the Merger Agreement.
At the Closing, the Sponsor and the Director Holders (as defined therein) shall deliver to the Company a duly executed copy of that certain Amended and Restated Registration Rights Agreement, by and among the Company, the Sponsor, certain of the Company’s stockholders or their respective affiliates, as applicable, the Director Holders and the Investor Stockholders (as defined therein), in substantially the form attached as Exhibit C to the Merger Agreement.