Investors and Company Sample Clauses

Investors and Company. Any holder of Shares may Transfer any or all of such Shares to (a) any Investor or (b) with the Board’s approval, the Company or any subsidiary of the Company.
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Investors and Company. Any holder of Lender Shares may --------------------- Transfer any or all of such Lender Shares to (i) any Investor or (ii) with the Board's approval, the Company or any subsidiary of the Company.
Sample 1
Investors and Company. Any holder of Subscriber Shares or Management Shares may Transfer any or all of such Subscriber Shares or Management Shares to (i) the Investor, an Affiliated Fund or a Subscriber or (ii) with the Board's approval, the Company or any subsidiary of the Company.
Sample 1
Investors and Company. Any holder of Shares may Transfer any or all of such Shares to (a) the Investors based on and in proportion to their respective Stockholder Proportionate Percentages (such calculation of the Stockholder Proportionate Percentages for purposes of this Section 2.1(c) shall only take into account the Shares held by the Investors and not those Shares held by any other Stockholder) or (b) with the Board’s approval, the Company or any Subsidiary of the Company.
Sample 1
Investors and Company. Any holder of Shares may Transfer any or all of such Shares (a) for so long as the Investors own shares in an amount equal to at least 25% of the Initial Investor Shares, with the approval of the Majority Investors, to any Investor or to any of their respective Affiliated Funds or (b) with the Board’s approval, to the Company or any subsidiary of the Company. Without limiting the generality of the foregoing, Management Shares may be transferred pursuant to the terms of Sections 7 and 8, whereupon (i) any Shares Transferred to the Company pursuant to Section 7 shall conclusively be deemed thereafter not to be Shares under this Agreement or Registrable Securities under the Registration Rights and Coordination Agreement and not to be subject to any of the provisions, or entitled to the benefit of any of the provisions of, this Agreement or the Registration Rights and Coordination Agreement and (ii) any Shares Transferred to the Investors or any of their respective Affiliated Funds shall conclusively be deemed thereafter to be Investor Shares under this Agreement and Registrable Securities under the Registration Rights and Coordination Agreement and will be subject to, and entitled to the benefit of, the provisions hereof and thereof.
Sample 1
Investors and Company. A Transfer by any holder of Shares of any or all of such Shares (a) for so long as the THL Investors and Other Investors own shares in an amount equal to at least 25% of the shares of Common Stock owned on the date of this Agreement as reflected on Schedule I, with the approval of the Majority Investors, to any Investor or to any of their respective Affiliated Funds or (b) with the Board’s approval, to the Company or any subsidiary of the Company.
Sample 1
Investors and Company. A Transfer by any holder of Shares of any or all of such Shares (a) for so long as the Investors own shares in an amount equal to at least 25% of the Initial Investor Shares, with the approval of the Majority Investors, to any Investor or to any of their respective Affiliated Funds or (b) with the Board’s approval, to the Company or any subsidiary of the Company.
Sample 1
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Investors and Company. Any holder of Management Shares may --------------------- Transfer any or all of such Management Shares to (a) any Investor or (b) with the Board's approval, the Company or any subsidiary of the Company.
Sample 1

Related to Investors and Company

  • Indemnification of Company, Directors and Officers and Selling Stockholders Each Underwriter severally agrees to indemnify and hold harmless the Company, its directors, each of its officers who signed the Registration Statement, and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act, and each Selling Stockholder and each person, if any, who controls any Selling Stockholder within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) of this Section, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), including the Rule 430A Information, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with the Underwriter Information.

  • Directors and Officers of the Surviving Corporation The directors and officers of Merger Sub immediately prior to the Effective Time shall serve as the initial directors and officers of the Surviving Corporation, until their respective successors are duly elected or appointed and qualified.

  • Indemnification of Company, Directors and Officers and Selling Shareholders Each Underwriter severally agrees to indemnify and hold harmless the Company, its directors, each of its officers who signed the Registration Statement, and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act, and each Selling Shareholder and each person, if any, who controls any Selling Shareholder within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) of this Section, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), including the Rule 430A Information, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with the Underwriter Information.

  • Indemnification of the Company, its Directors and Officers Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, and its directors, each officer of the Company who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 5.1.1, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement, any preliminary prospectus, the Statutory Prospectus, any Testing-the-Waters Communication or the Prospectus (or any amendment or supplement to the foregoing), solely in reliance upon and in conformity with the Underwriters’ Information.

  • Directors and Officers of Surviving Corporation The directors of Merger Sub immediately prior to the Effective Time shall be the directors of the Surviving Corporation, each to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation. The officers of Merger Sub immediately prior to the Effective Time shall be the officers of the Surviving Corporation, each to hold office in accordance with the bylaws of the Surviving Corporation.

  • Immunity of Incorporators Stockholders Officers and Directors Section 15.01 Immunity of Incorporators, Stockholders, Officers and Directors. No recourse under or upon any obligation, covenant or agreement of this Indenture, or of any Security, or for any claim based thereon or otherwise in respect thereof, shall be had against any incorporator, stockholder, officer or director, as such, past, present or future, of the Company or of any successor corporation, either directly or through the Company, whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise; it being expressly understood that this Indenture and the obligations issued hereunder are solely corporate obligations, and that no personal liability whatever shall attach to, or is or shall be incurred by, the incorporators, stockholders, officers or directors, as such, of the Company or any successor corporation, or any of them, because of the creation of the indebtedness hereby authorized, or under or by this Indenture or in any of the Securities or implied therefrom; and that any and all such personal liability of every name and nature, either at common law or in equity or by constitution or statute, of, and any and all such rights and claims against, every such incorporator, stockholder, officer or director, as such, because of the creation of the indebtedness hereby authorized, or under or by reason of the obligations, covenants or agreements contained in this Indenture or in any of the Securities or implied therefrom are hereby expressly waived and released as a condition of, and as a consideration for, the execution of this Indenture and the issue of such Securities.

  • Directors and Officers of the Surviving Company The directors of Merger Sub immediately prior to the Effective Time will, from and after the Effective Time, be the directors of the Surviving Company, and the officers of the Merger Sub immediately prior to the Effective Time will, from and after the Effective Time, be the officers of the Surviving Company, in each case, until their respective successors have been duly elected, designated or qualified, or until their earlier death, disqualification, resignation or removal in accordance with the Surviving Company’s M&A.

  • No Personal Liability of Directors, Officers, Employees, Incorporators and Stockholders No director, officer, employee, incorporator or stockholder of the Company, any Subsidiary Guarantor or any Subsidiary of any thereof shall have any liability for any obligation of the Company or any Subsidiary Guarantor under this Indenture, the Notes or any Subsidiary Guarantee, or for any claim based on, in respect of, or by reason of, any such obligation or its creation. Each Noteholder, by accepting the Notes, waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes.

  • Directors and Officers The directors and officers of Merger Sub, in each case, immediately prior to the Effective Time shall, from and after the Effective Time, be the directors and officers, respectively, of the Surviving Corporation until their successors have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the certificate of incorporation and by-laws of the Surviving Corporation.

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