Examples of Janus Investor in a sentence
The Janus Investor will receive “most favored nation”, or MFN, treatment with respect to transfer restrictions to be entered into in connection with a public offering of the Company’s securities, customarily referred to as a lock-up or market standoff provision, such that each such Janus Investor will not have a lockup period that is longer than any other stockholder of the Company and will be given the benefit of all carve-outs to lockup obligations that are given to any stockholder of the Company.
The provisions of this Section 11 are applicable to any permitted transferee of the Janus Investor that is under management by Janus.
Without limiting the foregoing, in no event, and not withstanding anything to the contrary in any of the Transaction Documents or waiver of any of the rights therein, will any Janus Investor be subject to any lockup restriction (a) with respect to any shares purchased in connection with a public offering by the Company or on the open market or (b) for a period of longer than one hundred eighty (180) days.
The Company hereby agrees and acknowledges that Janus and the Janus Investor (together with its affiliates) is a professional investment manager or fund, as applicable, and as such invests in numerous portfolio companies, some of which may be deemed competitive with the Company’s business (as currently conducted or as currently proposed to be conducted).
The provisions of this Section 10 are applicable to any permitted transferee of the Janus Investor that is under management by Janus.
Any term of this Side Letter may be amended and the observance of any term hereof may be waived (either generally or in a particular instance, and either retroactively or prospectively) only by a written instrument executed by the Company and the Janus Investor; provided that any provision hereof may be waived by any waiving party on such party’s own behalf, without the consent of any other party.
For the purposes of requesting or inquiring about any information to be delivered to the Janus Investors pursuant to the Transaction Documents or hereunder, the Janus Investor may contact Rxxxxx Xxxxxxxx the Company’s Chief Executive Officer at [ ] or [ ], or such other individual designated by the Company from time to time; provided that the Company notify the Janus Investor in writing of such designation.
With respect to any Closing involving a Janus Investor, prior to such Closing (as defined in the Purchase Agreement) or the receipt of funds from any Janus Investor the Company shall deliver to such Janus Investor a PDF copy of the physical certificates (with wet signatures and on certificate paper) representing the aggregate number of Purchased Shares to be purchased at such Closing by such Janus Investor (the “Stock Certificates”).
Notwithstanding anything to the contrary set forth in any Transaction Document, including without limitation Section 4.2 of the Voting Agreement, the Company hereby acknowledges and agrees that, the Janus Investor is not now, nor is it ever, granting, nor is it obligated to grant, a power of attorney to any third party pursuant to the terms of any of the Transaction Documents.
In addition, notwithstanding any agreement between the Company and Janus (or any Janus Investor), the Company hereby consents to Janus’ and the Janus Investor’s reference to its status as an investor in the Company, disclosure of the amount invested by any Janus Investor and use of a description of the Company containing non-confidential information.