ZHG definition
Examples of ZHG in a sentence
The ZHG Parties shall be free to vote or cause to be voted (including by abstaining or, if applicable, taking action by written consent), in their sole discretion, all Voting Securities Beneficially Owned by ZHG Entities up to and including the Voting Percentage Limit.
The ZHG Parties shall be free, in their sole discretion, to tender or not tender into such offer, any and all shares of Common Stock Beneficially Owned by ZHG Entities up to and including the Voting Percentage Limit.
Unless otherwise specified herein, this Agreement shall automatically terminate on the earlier to occur of (a) the date on which the aggregate Total Share Ownership of the ZHG Entities is less than five percent (5%) of the total number of shares of Common Stock outstanding as of such date and (b) the termination of the Stock Purchase Agreement prior to the Closing in accordance with its terms; provided, that Section 2.6 shall survive the termination of this Agreement indefinitely.
This Agreement, the Confidentiality Agreement and any Director Confidentiality Agreement with a ZHG Designee set forth the entire understanding of the parties hereto with respect to the subject matter hereof.
The initial press release with respect to this Agreement shall be a joint press release to be reasonably agreed upon by ZHG and the Company.
ZHG hereby agrees that, notwithstanding any other provision of this Agreement to the contrary, ZHG and its Affiliates shall be provided confidential information in accordance with and subject to the terms of a Confidentiality Agreement in the form attached hereto as Exhibit D, which such Confidentiality Agreement shall be executed and delivered concurrently with the Closing (the “Confidentiality Agreement”).
For the avoidance of doubt, no investment by any ZHG Entity in any Person, including any Restricted Entity, shall, in and of itself, limit the rights of the ZHG Designator pursuant to this Article II.
This Agreement has been duly executed and delivered by ZHG and, assuming the due authorization, execution and delivery by the Company, constitutes a legal, valid and binding obligation of ZHG, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency and other Laws of general applicability relating to or affecting creditors’ rights and to general principles of equity.
Such tender by the ZHG Parties shall be made within twelve (12) hours of notification from any depositary for such tender or exchange offer of the percentage of Voting Securities Beneficially Owned by holders other than ZHG Entities then received by such depositary.
If a ZHG Standstill Commitment is not delivered to the Company within such ten (10) Business Day period, no Affiliated ZHG Designee shall be entitled to participate in any discussions, consideration or voting by the Board regarding, and no Affiliated ZHG Designee shall be entitled to receive any materials provided to the Board relating to, any such Acquisition Proposal or the Related Acquisition Proposals.