Examples of Parent Stockholder Agreement in a sentence
All of the shares of Parent Common Stock to be issued to Holder under this Agreement, when issued and delivered in accordance with the terms of this Agreement, will be duly authorized, validly issued, fully paid and non-assessable and free and clear of any Liens (other than those arising under the Parent Stockholder Agreement and restrictions imposed by applicable securities laws).
At the Closing, Holder shall deliver to Parent (i) stock certificates evidencing the Rollover Equity, endorsed in blank for transfer or affidavits of loss (together with duly executed stock powers) in each case in form and substance reasonably satisfactory to Parent (ii) the Parent Stockholder Agreement duly executed by Holder in accordance with the JBA, and (iii) an Internal Revenue Service Form W-9.
At the Closing, Parent shall deliver to Holder (i) stock certificates representing the Exchange Shares and (ii) the Parent Stockholder Agreement duly executed by Parent and the other stockholders of Parent in accordance with the JBA.
The VoiceStream Voting Agreement, the Parent Stockholder Agreement dated as of September 17, 1999 by and between Telephone and Data Systems, Inc.
Each of the Company and Parent agrees that it shall not settle any litigation commenced after the date hereof against the Company or Parent, as the case may be, or any of its directors by any stockholder of the Company or Parent relating to the Merger, this Agreement, the Company Stockholder Voting Agreement or the Parent Stockholder Agreement, without the prior written consent of the other party hereto.
Promptly after the date of this Agreement, Parent and Target shall each file with the SEC, in a form agreed to by the parties, a Current Report on Form 8-K relating to the execution of this Agreement and the transactions contemplated hereby, attaching as exhibits thereto a copy of this Agreement, the Parent Stockholder Agreement, the Target Stockholder Agreement and the press release referred to in the previous sentence.
The VoiceStream Voting Agreement, the Parent Stockholder Agreement dated as of September 17, 1999 by and between Stockholder and certain stockholders of Aerial Communications Inc.
The parties agree that the initial press release to be issued with respect to the transactions contemplated by this Agreement, the Target Stockholder Agreement and the Parent Stockholder Agreement shall be in the form heretofore agreed to by the parties.
The Board of Directors of Parent has taken all actions necessary so that the restrictions contained in Section 203 of the Delaware Law applicable to a “business combination” (as defined in Section 203) shall not apply to the execution, delivery or performance of this Agreement, the Stockholder Agreement or the consummation of the Merger or the other transactions contemplated by this Agreement or the Parent Stockholder Agreement.
This Agreement (including the documents and the instruments referred to herein), together with the Merger Agreement, the Parent Stockholder Agreement (as defined in the Merger Agreement) and the Existing Stockholders Agreement (as defined in the Parent Stockholder Agreement), constitutes the entire agreement among the parties and supersedes all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof.