Examples of Original Shareholder in a sentence
Notwithstanding the foregoing and Section 2.1, the Original Shareholder may transfer, in the aggregate after the Closing, up to ten percent (10%) of the then-outstanding Common Shares, so long as the Original Shareholder remains the holder of a majority of the Common Shares after such transfer; provided, further, that such transfer shall not be subject to Section 3 and Section 4 of this Agreement.
Notwithstanding Section 5 or anything contained herein to the contrary, from and after the date hereof and prior to the consummation of a Qualified IPO, the Original Shareholder shall not directly or indirectly Transfer any of its Common Shares in the Company to any third party, other than for estate planning purposes; provided, that Xx. Xxxxxx maintains direct or indirect control of all the Common Shares transferred for estate planning purposes.
For so long as the Xx. Xxxxxx is the Chief Executive Officer of the Company, the Company shall have in place a life insurance policy on the Original Shareholder in the amount of at least $50,000,000, payable to the Company, on terms mutually agreeable to Purchaser and the Company.
If Purchaser exercises a Put Option or a right to receive cash compensation as provided in this Section 8, then Purchaser shall have the right to elect the Company, the Original Shareholder or Xx. Xxxxxx to perform such redemption or provide such cash compensation.
Xx. Xxxxxx covenants and agrees that he will (a) remain in control of the Original Shareholder at all times and (b) cause the Original Shareholder to perform all of the covenants and obligations to be performed by the Original Shareholder as set forth in this Agreement and in the other Transaction Documents.