Protection Agreement definition
Examples of Protection Agreement in a sentence
Each Member hereby agrees they shall not take any action or fail to take an action, and shall cause the Company not to take any action or fail to take an action, of which the result is a contravention or breach of any term of the Protection Agreement without the consent of Harvest or any of its permitted assigns, as applicable.
Subject to the Protection Agreement, the Company shall have the right, but not the obligation, at any time following the Triggering Event, to purchase all of the Voting Shares owned by the Purchasers at a purchase price per Voting Share equal to the Repurchase/Put Price which shall be payable in cash.
Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not make any Distribution if such Distribution would violate the Protection Agreement, § 18-607 of the Delaware Act or other Applicable Law.
This Agreement, together with the Certificate of Formation, , the Protection Agreement, and all related Exhibits and Schedules, constitutes the sole and entire agreement of the parties to this Agreement with respect to the subject matter contained herein and therein, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter.
Subject to the Protection Agreement, the Company may assign its rights under this Section 6.2 to any Person; provided, that the assignee agrees to be bound by the terms of this Agreement and assumes all of the Company’s obligations hereunder; provided further, that the Company remains primarily liable if the assignee does not perform under this Agreement.