Oryx definition
Examples of Oryx in a sentence
Dated: , 19_ ________________________ (signature) Name: __________________ (print) Address: ___________________ ___________________ ___________________ EXHIBIT B INVESTOR REPRESENTATION LETTER Gentlemen: In connection with the exercise by me of a stock option to purchase ___________ shares of the Common Stock (the "Shares") of Oryx Technology Corp.
Unless this Agreement is terminated, Oryx shall be required to take the actions specified in the first sentence of this Section 5.1(b) whether or not the Oryx Board of Directors makes an Adverse Change in the Oryx Recommendation after the date hereof.
Prior to the Effective Time, Oryx shall have taken all necessary action to effect the Reverse Split as contemplated hereby immediately prior to the Effective Time, including taking all necessary action pursuant to Section 15.05 of the indenture under which the Oryx Debentures were issued to adjust the conversion rate for the Oryx Debentures upon and following the Reverse Split to reflect the Exchange Ratio.
From time to time as needed, the Surviving Corporation shall deposit with the Exchange Agent, in trust for the benefit of holders of shares of Oryx Common Stock, certificates representing the Company Common Stock issuable pursuant to Section 1.9(a) in exchange for shares of Oryx Common Stock outstanding immediately prior to the Effective Time.
Oryx shall use its reasonable best efforts not to, and shall use its reasonable best efforts not to permit any of its Subsidiaries to, take any action (including any action otherwise permitted by this Section 4.2) that would prevent or impede the Merger from qualifying as a "pooling of interests" for accounting purposes or as a "reorganization" under Section 368 of the Code.
No "Shares Acquisition Date", "Distribution Date" or "Triggering Event" shall have occurred pursuant to and as defined in the Oryx Rights Agreement.
No options or warrants or other rights to acquire capital stock from Oryx have been issued or granted since the Oryx Measurement Date to the date of this Agreement, other than pursuant to the Oryx Stock Option Agreement.
On or prior to the Reverse Split, Oryx will amend the Oryx Stock Options and the Oryx Stock Option Plans to give effect to this Section 1.10 and Section 5.5 and to make such changes in phraseology and form to give effect to the Reverse Split and the Merger and to the substitution of the Surviving Corporation for Oryx and Company Common Stock for Oryx Common Stock.
The Oryx Board Approval constitutes approval of this Agreement and the Oryx Stock Option Agreement, and the Merger and other transactions contemplated hereby and thereby, for purposes of Section 203 of the DGCL and Article Sixth of Oryx's Certificate of Incorporation.
All shares of Company Common Stock issued and cash and other property paid upon conversion of shares of Oryx Common Stock in accordance with the terms of Article I and this Article II (including pursuant to Section 2.3) shall be deemed to have been issued or paid in full satisfaction of all rights pertaining to the shares of Oryx Common Stock.