Matinas definition
Examples of Matinas in a sentence
H▇▇▇▇▇ acknowledges that each of Matinas and GH Power desire to enter into the BCA in reliance on the representations, warranties, covenants and other agreements of Holder set forth in this Agreement and would not enter into the BCA if Holder did not enter into this Agreement.
Holder understands that such Holder (and not GH Power, Matinas or any of their Affiliates) shall be responsible for such Holder’s tax liability that may arise as a result of the Transactions.
This Agreement and all obligations of Holder are personal to Holder and may not be assigned, transferred or delegated by Holder at any time without the prior written consent of Matinas and GH Power, and any purported assignment, transfer or delegation without such consent shall be null and void ab initio.
Holder understands that it must rely solely on its advisors and not on any statements or representations made by GH Power, Matinas or any of their respective agents or representatives.
Each of GH Power and Matinas may freely assign any or all of its rights under this Agreement, in whole or in part, to any successor entity (whether by merger, consolidation, equity sale, asset sale or otherwise) without obtaining the consent or approval of Holder.
This Agreement is intended to create a contractual relationship among H▇▇▇▇▇, ▇▇ Power and Matinas, and is not intended to create, and does not create, any agency, partnership, joint venture or any like relationship among the parties hereto or among any other Matinas Stockholders entering into voting agreements with GH Power or Matinas.
Holder agrees with, and covenants to, M▇▇▇▇▇▇ and GH Power that Holder shall not request Matinas register the Transfer (book-entry or otherwise) of any certificate or uncertificated interest representing any Shares during the term of this Agreement without the prior written consent of Matinas and GH Power, and M▇▇▇▇▇▇ hereby agrees that it shall not effect any such Transfer.
Each of Holder and Matinas acknowledges that its obligations under this Agreement are unique, recognizes and affirms that in the event of a breach of this Agreement by such party, money damages will be inadequate and GH Power will have not adequate remedy at law, and agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed by Holder or Matinas in accordance with their specific terms or were otherwise breached.
Holder is not affiliated with any other holder of securities of Matinas entering into a voting agreement with GH Power or Matinas in connection with the BCA and has acted independently regarding its decision to enter into this Agreement.
H▇▇▇▇▇ has had the opportunity to review the BCA, including the provisions relating to the payment and allocation of the consideration to be paid to the Matinas Securityholders, and this Agreement with counsel of H▇▇▇▇▇’s own choosing.