Examples of Other Stock Purchase Agreements in a sentence
Compass will not agree to any material amendment of or waive any material right or waive any material condition to its obligations under any of the Other Stock Purchase Agreements without the written consent of a majority of the Founding Companies whose agreements have not been and will not be amended in a similar manner.
Except as disclosed in Schedule ---------------------------------- -------- 5.5, Compass has not incurred any liabilities or obligations (whether known or --- unknown, absolute, contingent, direct, indirect, perfected, inchoate, unliquidated or otherwise) of any nature, except those incurred in connection with the Purchase, this Agreement, the Other Stock Purchase Agreements and the IPO.
The transactions contemplated by each of the Other Stock Purchase Agreements shall have been consummated without the amendment, modification or waiver in any material respect of any material term or condition thereof.
Concurrently with the Closing, the Company shall have issued and sold to each of the Other Purchasers, and each such Other Purchaser shall have purchased from the Company, the Shares to be issued and sold to each such Other Purchaser at the Closing as specified in the applicable signature page of each of the Other Stock Purchase Agreements.
The transactions contemplated by the Other Stock Purchase Agreements shall have been consummated without the amendment, modification or waiver in any material respect of any material term or condition thereof.
This Agreement, the Fundamental Agreements and the Other Stock Purchase Agreements and the exhibits and schedules attached thereto, together with the Confidential Disclosure Agreement dated February 27, 1997, by and between the Buyer and the Company, constitute the entire agreement among the Parties and supersede any prior understandings, agreements or representations by or among the Parties, written or oral, that may have related in any way to the Acquisition.
The parties to each of the Other Stock Purchase Agreements shall have consummated the transactions contemplated by such Other Stock Purchase Agreement without the amendment, modification or waiver in any material respect of any material term or condition thereof.
The execution and delivery of such agreements by the Buyer and the performance of such agreements and the consummation of the transactions contemplated thereby by the Buyer have been (or, in the case of the Fundamental Agreements to be entered into on the Closing Date and the Other Stock Purchase Agreements, shall be when delivered) duly and validly authorized by all necessary corporate action on the part of the Buyer.
The Buyer shall use its best efforts to list the Buyer Shares and the shares of Buyer Common Stock to be issued under the Other Stock Purchase Agreements on the Nasdaq National Market and shall use its best efforts to cause such listing to be approved prior to the Closing.
Except with respect to claims based on fraud and except as otherwise provided in Section 5(c) of the Escrow Agreement, the shares of Buyer Common Stock held pursuant to the Escrow Agreement shall be the Buyer's sole and exclusive remedy for Damages resulting from or relating to any breach of any representation, warranty, covenant or indemnification obligation under this Agreement or the Other Stock Purchase Agreements.