ZGNA definition
Examples of ZGNA in a sentence
No course of dealing between the Company and ZGNA nor any delay in exercising any rights hereunder shall operate as a waiver of any rights of either party hereto.
This Agreement may be amended, and the observance of any term of this Agreement may be waived, with (and only with) the written consent of the Company and ZGNA.
None of ZGNA, ZBI, the Contributed Subsidiaries or anyone acting on their behalf shall offer the Subsidiary Shares for issue or sale to, or solicit any offer to acquire any of the same from, anyone so as to bring the issuance and sale of the Subsidiary Shares, or any part thereof, within the provisions of Section 5 of the Securities Act.
Both before and after the Closing, ZGNA and its Affiliates shall use their reasonable best efforts to cause ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, for the first 12 months after the Closing, to devote a significant amount of his time, and after 12 months after the Closing, to devote substantially all of his time, to the business of the Company.
This Agreement shall inure to the benefit of and be binding upon the successors and assigns of each of the parties; provided, however, that ZGNA may only assign its rights hereunder to a transferee of a majority of the Common Stock acquired by ZGNA and ZBI pursuant to the Mergers and securities issued in respect thereof.
On the Closing Date, the Company shall issue, sell and deliver to (i) ZGNA, as the stockholder of ZetaPharm and ▇▇▇▇▇▇, a certificate representing the number of shares of Common Stock equal to 45% multiplied by the Shares, duly registered in ZGNA's name and (ii) ZBI, as the stockholder of Zuellig Botanical Extracts, a certificate representing the number of shares of Common Stock equal to 55% multiplied by the Shares, duly registered in ZBI's name.
Based in part upon the representations of ZGNA and ZBI set forth in Section 5, the offer, issuance and sale of the Shares are and will be exempt from the registration and prospectus delivery requirements of the Securities Act, and have been registered or qualified (or are exempt from registration and qualification) under the registration, permit or qualification requirements of all applicable state securities laws.
True and correct copies of all minutes of meetings or other actions by the directors, stockholders or incorporators of the Company for the past five years have been provided and since its inception have previously been provided or made available to ZGNA.
A true and complete copy of each Key Agreement and Instrument of the Company has been delivered or made available to ZGNA.
In the event there are no Independent Directors remaining to appoint Substitute Directors pursuant to Section 2(b)(i) or (ii), then ZGNA, ZBI and the Company shall take all action within their respective power, including in the case of ZGNA and ZBI, the voting of all shares of capital stock of the Company owned by them, to appoint three or six, as the case may be, additional Independent Directors to the Board.