Examples of Initial Stockholder in a sentence
The Initial Stockholder Director shall consult with Sxxxx on nominations for the Board and the Initial Stockholder Director will have the right to approve any proposed members to the Committees to be nominated by Sxxxx or the Company Directors (such approval not to be unreasonably withheld), until the occurrence of the Initial Board Composition Event.
One director is designated by the Stockholders holding a majority of the Shares then held by all Stockholders (the “Initial Stockholder Director”), and on or about the date hereof, the Stockholders holding a majority of the Shares held by all Stockholders voted, by written consent, to elect Bxxxxx Xxxxx as the Initial Stockholder Director, who may be replaced, from time to time, as set forth in this Agreement.
Until the Initial Board Composition Event, any Board approval for (i) any proposed material acquisition of a company or an acquisition of or merger with the Company by or into a third party, or (ii) any uplisting to NASDAQ or NYSE (via a de-SPAC transaction, merger or otherwise), shall require the approval of the Initial Stockholder Director.
Each Committee shall consist initially of the Initial Stockholder Director until the Initial Board Composition Event, at which time each such Committee shall automatically increase to three (3) directors, and will adopt customary charters.
Stockholder represents and warrants to the Company and to each Initial Stockholder that: (i) the Offering Stockholder has full right, title, and interest in and to the Offered Shares; (ii) the Offering Stockholder has all the necessary power and authority and has taken all necessary action to Transfer such Offered Shares as contemplated by this Section 3.03; and (iii) the Offered Shares are free and clear of any and all Liens other than those arising as a result of or under the terms of this Agreement.