Examples of Xxxxxx Stockholders in a sentence
In addition to the conditions provided in the Merger Agreement, it shall be a condition to the obligations of the Xxxxxx Stockholders, on the one hand, and the Buyer and Parent, on the other hand, to consummate a purchase and sale pursuant to this Article 1 that the representations and warranties of the Parent and Buyer, on the one hand, and the Xxxxxx Stockholders, on the other hand, in this Agreement are true and correct in all material respects at such time.
The Buyer may, in lieu of deliveries of any Subordinated Note to a Xxxxxx Stockholder pursuant to this Article 1 or in reduction of the principal amount thereof, deliver, on a pro rata basis among the Xxxxxx Stockholders, a certified or official bank check to the Xxxxxx Stockholders in the aggregate principal amount thereof or in any smaller amount, in which case the aggregate principal amount of such Subordinated Note shall be reduced by the amount of the check so delivered.
The Escrow Fund (as defined in Section 2.1 hereof) shall secure, in part, the indemnification obligations of the Xxxxxx Stockholders in the manner provided in this Agreement.
Notwithstanding the foregoing, if the Xxxxxx Stockholders sign one or more consents in writing approving each of the matters set forth in clauses (i) through (vi) of this Section 10.01(a), and duly deliver such written consent or consents to the Company in the manner provided in the Certificate of Incorporation of the Company prior to May 14, 2007, the Company shall no longer be obligated to duly call, give notice of, convene or hold the Initial Stockholders’ Meeting.
The closing of the purchase and sale pursuant to Section 1.01 shall be held at the offices of Xxxxx Xxxx & Xxxxxxxx immediately prior to the Effective Time and shall be subject to consummation of the Merger and the purchases of all Note Shares from all Xxxxxx Stockholders pursuant to Section 1.01.