Stockholder Representation Agreement definition

Stockholder Representation Agreement means each Stockholder Representation Agreement, to be entered into as of the Closing Date, by and between Parent and a Company Stockholder in the form attached as Exhibit G hereto.
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Stockholder Representation Agreement has the meaning set forth in Section 6.4.
Sample 1

Examples of Stockholder Representation Agreement in a sentence

  • The Certificates issued hereunder shall include such legends as necessary to comply with applicable U.S. federal securities laws, Blue Sky laws and such other restrictions as shall be set forth in the Voting Agreement and the Stockholder Representation Agreement.

  • Acquiror shall have --------- received from each other stockholder an executed Stockholder Representation Agreement in substantially the form attached hereto as Exhibit E.

  • Target shall cause to be delivered prior to the Effective Time to each of the holders of Target Common Stock not executing Stockholder Agreements in accordance with Section 6.7, a Stockholder Representation Agreement (the "STOCKHOLDER REPRESENTATION AGREEMENT") in the form attached hereto as EXHIBIT C.

  • Nothing in this Agreement shall limit the liability of any Target stockholder in connection with any breach by such stockholder of the Stockholder Representation Agreement or the Voting and Proxy Agreement.

  • At the Closing, Prospect Holdings shall deliver the Shares, free and clear of all security interests, encumbrances, covenants and restrictions (excepting only the Stockholder Representation Agreement).

  • Further, the Stockholder Representation Agreement will contain mutually acceptable registration rights.

  • The Company shall use its reasonable best efforts to deliver or cause to be delivered to Parent at or prior to the Closing from each of the Stockholders receiving Parent Common Stock in the Merger an executed Stockholder Representation Agreement (the “Stockholder Representation Agreement”) in the form attached hereto as Exhibit G.

  • Following the expiration of restrictions imposed by applicable federal and state securities laws and such Stockholder Representation Agreement, Acquiror will use its reasonable best efforts to assist the former Company Stockholders in the removal of restrictive legends and issuance of unlegended stock certifications in connection with their interactions with Acquiror’s transfer agent and brokers which process trades in Acquiror Common Stock.

  • At the time of the Closing, no more than 5% of the --------- Target Stockholders shall have not executed either a Stockholder Agreement or a Stockholder Representation Agreement.

  • Parent shall have received from each Stockholder entitled to receive Parent CommonStock in the Merger, a duly executed Stockholder Representation Agreement.

Related to Stockholder Representation Agreement