KLRE definition
Examples of KLRE in a sentence
KLRE shall not, and shall not permit any of its Subsidiaries to, offer, issue, deliver, grant or sell, or authorize or propose to offer, issue, deliver, grant or sell, any capital stock of, or other equity interests in, KLRE or any of its Subsidiaries or any securities convertible into, or any rights, warrants or options to acquire, any such capital stock or equity interests, other than pursuant to the Equity Financing or in accordance with Section 5.10.
The Company and KLRE Sponsor hereby acknowledge and agree that, with respect to any party hereto, (i) the Prior Agreement shall be terminated and cancelled and (ii) the rights and privileges set forth in this Article IV shall be effective, as of the Closing.
In connection with the preparation, review or adjustment of the Consideration provided in this Section 2.4, KLRE and Tema shall provide to each other all information reasonably requested by KLRE or Tema, as applicable, and Tema shall provide KLRE with access to its employees as reasonably necessary in connection with the matters addressed by this Section 2.4.
KLRE shall furnish to Tema, free of costs, a copy of any written drafts and final reports prepared prior to the Defect Deadline by or for KLRE related to any such Phase I, or relating to the Company or any of the Contributed Assets as soon as reasonably possible after such report is prepared prior to the Defect Deadline.
Notwithstanding anything to the contrary provided in this Letter Agreement, KLRE, ▇▇▇▇▇▇▇▇ and KLR Sponsor shall not issue, sell, convey, transfer, assign or deliver any equity securities or equity-linked securities in KLRE (i) contrary to applicable Law, including Federal Securities Laws or any applicable state securities or “blue sky” or takeover Laws, or (ii) which would require a vote of the holders of the Class A Common Stock.
KLRE shall bear one-half of the fees, costs and expenses of the applicable Defect Referee, and Tema shall be responsible for the remaining one-half of the fees, costs and expenses of the applicable Defect Referee.
From and after the date hereof, simultaneously with any person becoming a Sponsor Director, the Company shall, and shall cause each KLRE Company to, execute and deliver to each such Sponsor Director an Indemnification Agreement dated the date such Sponsor Director becomes a director of the Company.
Tema and KLRE agree that, to the extent required by applicable Law, the disclaimers of certain representations and warranties contained in this Section 5.9 are “conspicuous” disclaimers for the purpose of any applicable Law.
Since September 30, 2016, there has not (i) been any KLRE Material Adverse Effect and (ii) KLRE has not conducted any business other than its formation, the public offering of its securities (and the related private offerings), the making of public reports, the Equity Financing and the search for, and preparation for the execution of, a Business Combination.
KLRE has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13F-15 under the Exchange Act) as required by Rule 13F-15 under the Exchange Act and the applicable listing standards of the Nasdaq.