Examples of ProFound Shareholders in a sentence
In lieu of delivering to the ProFound Shareholders certificates for the full number of shares of Maxygen Common Stock provided for in Section 2.1, at the Closing Maxygen shall deliver pursuant to the escrow agreement substantially in the form attached hereto as Exhibit 3.1 (the "Escrow Agreement") 140,728 shares of Maxygen Common Stock (the "Escrow Shares") to Maxygen as escrow agent (the "Escrow Agent").
Maxygen and Holdings shall have delivered to ProFound and the ProFound Shareholders a legal opinion of Xxxxxx Xxxxxx White & XxXxxxxxx LLP, dated the Closing Date and addressed to ProFound and the ProFound Shareholders, as to the matters set forth on Exhibit 10.9.
Without limiting the generality of anything contained in Section 13.6 (Public Announcements), on and at all times after the Closing Date, each ProFound Shareholder shall keep confidential, and shall not use or disclose to any other Person, any non-public document or other non-public information in such ProFound Shareholders' possession that relates to the business of Maxygen, Holdings or ProFound.
In accordance with clause (i) of Section 13.14, this Amendment No. 1 is being signed for the ProFound Shareholders by ProFound Shareholders holding a majority of the outstanding shares of ProFound Common Stock.
The ProFound Shareholders acknowledge and agree that the Escrow Shares shall severally and jointly secure the indemnification obligations set forth in Section 12.
Such ProFound Shareholder is acquiring the Maxygen securities for investment, for its own account and not with a view to distribution, it being understood that some of the ProFound Shareholders may sell some of their shares of Maxygen Common Stock to Maxygen.
The ProFound Shareholders, on their behalf and on behalf of the ProFound Securityholders, acknowledge and agree that they, and not ProFound, Maxygen or Holdings, shall be responsible for the accuracy of the contents of the application.
ProFound and the ProFound Shareholders shall have taken all necessary corporate or other actions to consummate the transactions contemplated hereby and shall have performed and complied in all material respects with each covenant, agreement and condition required by this Agreement to be performed or complied with by it at or prior to the Closing.
This Agreement may not be amended except by a written agreement executed by Maxygen, Holdings, ProFound and either (i) ProFound Shareholders holding a majority of the shares of ProFound Common Stock just before the Closing or (ii) the Securityholder Representative.
By Maxygen or ProFound (on behalf of the ProFound Shareholders) if a Governmental Authority shall have issued a nonappealable final Order or taken any other action having the effect of permanently restraining, enjoining or otherwise prohibiting either of the Exchanges or any other transaction contemplated hereby.