Stockholder Agreements definition
Examples of Stockholder Agreements in a sentence
As a condition precedent to the Maturity Conversion, (i) the Company shall take such corporate action(s), in the opinion of the Company’s counsel, including an amendment to the Certificate of Incorporation (the “Amendment”), to properly and lawfully authorize and issue such shares of Common Stock or Existing Senior Preferred Stock pursuant to such Maturity Conversion, and (ii) the Holder shall become a party to the Stockholder Agreements as an “Investor”.
The Purchaser understands and agrees that the Securities and any securities issued in respect of, or exchange for, the Securities may bear: (a) the legend(s) set forth in, or required by, the Transaction Agreements and the Stockholder Agreements, and (b) any legend required by the securities laws of any state to the extent such laws are applicable to the Securities represented by the certificate bearing such legend.
This Agreement (and the exhibits to this Agreement), the other Transaction Agreements, and the Stockholder Agreements constitute the full and entire understanding and agreement between the parties with respect to the subject matter of such Transaction Agreements and the Stockholder Agreements, and any other written or oral agreement relating to such subject matter existing between the parties are expressly cancelled.
The Notes, when issued, sold, and delivered in accordance with the terms and for the consideration set forth in this Agreement and any shares of the Company’s capital stock issued upon conversion of any Note, will be validly issued, fully paid and nonassessable, and free of restrictions on transfer, other than restrictions on transfer under the Transaction Agreements, the Stockholder Agreements, and applicable securities laws and liens or encumbrances created or imposed by a Purchaser.
This Note, and the other Transaction Agreement, and the Stockholder Agreements constitute the full and entire understanding and agreement between the parties with respect to the subject matter of such Transaction Agreements and the Stockholder Agreements, and any other written or oral agreement relating to such subject matter existing between the parties are expressly cancelled.