Examples of GEROVA Shareholders in a sentence
In the event of a breach by GEROVA or by any of the GEROVA Shareholders of any of their respective obligations under this Agreement, the GEROVA Shareholders or GEROVA, as the case may be, in addition to being entitled to exercise all rights granted by law and under this Agreement, including recovery of damages, will be entitled to specific performance of their rights under this Agreement.
This Agreement shall inure to the benefit of and be binding upon the successors and assigns, to the extent permitted by this Agreement, of each of the parties and shall inure to the benefit of the GEROVA Shareholders.
GEROVA shall immediately notify the GEROVA Shareholders via an Interim Report on Form 6-K and facsimile of the effectiveness of a Registration Statement on the same Trading Day that GEROVA telephonically confirms effectiveness with the SEC, which shall be the date requested for effectiveness of a Registration Statement.
GEROVA may not assign (except by merger) its rights or obligations hereunder without the prior written consent of the GEROVA Shareholders.
In no event shall the liability of such GEROVA Shareholders hereunder be greater in amount than the dollar amount of the net proceeds received by such GEROVA Shareholders upon the sale of the Registrable Securities giving rise to such indemnification obligation.
GEROVA and the GEROVA Shareholders agree that monetary damages would not provide adequate compensation for any losses incurred by reason of a breach by it of any of the provisions of this Agreement and hereby further agrees that, in the event of any action for specific performance in respect of such breach, it shall not assert or shall waive the defense that a remedy at law would be adequate.
The GEROVA Shareholders agree by its acquisition of Registrable Securities that, upon receipt of a notice from GEROVA of the occurrence of any event of the kind described in Section 3(d)(iii) through (vi), the GEROVA Shareholders will forthwith discontinue disposition of such Registrable Securities under a Registration Statement until they are advised in writing (the “Advice”) by GEROVA that the use of the applicable Prospectus (as it may have been supplemented or amended) may be resumed.
The GEROVA Shareholders and/or any of their shareholders, pledgees, assignees and successors-in-interest (the “Selling Stockholders”) may, from time to time, sell any or all of their Ordinary Shares on the NYSE Amex Exchange or any other stock exchange, market or trading facility on which the shares are traded or in private transactions.
Failure to so notify the GEROVA Shareholders within two Trading Days of such notification of effectiveness or failure to file a final Prospectus as aforesaid shall be deemed an Event under Section 2(b).
The rights of the GEROVA Shareholders hereunder shall be assignable without the consent of GEROVA.