GW Stock definition
Examples of GW Stock in a sentence
Upon GW’s written request, received by Blackboard within 30 days after the giving of any such notice by Blackboard, to register any shares of GW Stock, Blackboard will use its best efforts to cause the GW Stock as to which registration shall have been so requested to be included in the securities to be covered by the registration statement proposed to be filed by Blackboard, all to the extent required to permit the sale or other disposition by the holder of such shares so registered.
For purposes of Section 5(a) and (b), the period of distribution of shares of GW Stock in a firm commitment underwritten public offering shall be deemed to extend until each underwriter has completed the distribution of all securities purchased by it, and the period of distribution of shares of GW Stock in any other registration shall be deemed to extend until the earlier of the sale of shares of GW Stock covered thereby and 120 days after the effective date thereof.
If, and as often as, there is any change in the GW Stock by way of a stock split, stock dividend, combination or reclassification, or through a merger, consolidation, reorganization or recapitalization, or by the issuance by Blackboard of the Additional Shares, as defined in the Asset Purchase Agreement, or any other means, appropriate adjustment shall be made in the provisions hereof so that the rights and privileges granted hereby shall continue with respect to the GW Stock as so changed.
Upon the two-year anniversary of the date of issuance of the GW Stock and upon receipt by Blackboard (or its transfer agent) of the share certificates representing the GW Stock, Blackboard shall promptly issue new share certificates for the GW Stock, which new share certificates shall be endorsed only with the legend set forth in subsection (b) above, unless such legend has been removed pursuant to the preceding sentence.
In connection with each registration hereunder, GW and any other sellers of shares of GW Stock will furnish to Blackboard in writing such information with respect to themselves and the proposed distribution by them as reasonably shall be necessary in order to assure compliance with federal and applicable state securities laws.
In no instance shall any transfer of GW Stock to any person or entity who directly or indirectly competes with Blackboard be valid.
Notwithstanding the foregoing provisions, Blackboard may withdraw any registration statement referred to in this Section 4 without thereby incurring any liability to the holders of GW Stock.
Notwithstanding anything to the contrary contained in this Agreement, the parties hereto acknowledge that a portion of the GW Stock is being held in escrow and bound by and subject to the restrictions set forth in the Asset Purchase Agreement.
Upon the termination of the Voting Agreement, Stockholders’ Agreement and CoSale Agreement, and upon receipt by the Blackboard of the share certificates representing the GW Stock, Blackboard shall promptly issue new share certificates for the GW Stock, which new share certificates shall be endorsed only with the legend set forth in subsection (a) above.
Notwithstanding anything to the contrary contained in this Agreement, no shares of GW Stock held by GW may be Transferred unless, prior to such Transfer, the proposed transferee agrees in writing, in form and substance reasonably satisfactory to Blackboard, to be bound by the terms of this Agreement, the Voting Agreement, the Stockholders’ Agreement and the CoSale Agreement.