The Participant shall have no rights as a stockholder with respect to Shares subject to this Agreement until registration of the Shares in the Company’s share register in the name of the Participant. Except as is expressly provided in Section 10 of this Agreement with respect to certain changes in the capitalization of the Company, no adjustment shall be made for dividends or similar rights for which the record date is prior to the date of such registration.
No Rights as Shareholder Until Exercise. This Warrant does not entitle the Holder to any voting rights or other rights as a shareholder of the Company prior to the exercise hereof.
irrevocably waives, and agrees not to exercise, any rights of appraisal or rights of dissent from the Merger that such Shareholder may have with respect to such Shareholder's Securities (including without limitation any rights under Section 238 of the Companies Law) prior to the Expiration Time;
No Rights. Nothing in this Agreement shall be construed to grant to the Consultant any express or implied option, license or other rights, title or interest in or to the Confidential Information of the Developments, or obligate either party to enter into any agreement granting any such right. If the Consultant acquires any right, title or interest in any Confidential Information or any Developments, the Consultant hereby irrevocably assigns all such rights, title and interests exclusively to the Company.
(i) no Equity Holders shall have exercised, or remain entitled to exercise, statutory appraisal rights pursuant to [Section 262] of the DGCL with respect to such shares of Company Stock, and # Purchaser shall have received a certificate signed by an authorized executive officer of the Company, dated as of the Closing Date, to the foregoing effect;
reinstate the rights it relinquished pursuant to clause 7.4(b) and to participate in such appraisal program. The Non-Consenting Party may exercise such option by notifying Operator within the period specified above that such Non-Consenting Party agrees to bear its Participating Interest share of the expense and liability of such appraisal program, and to pay such amounts as set out in clauses 7.5(a) and 7.5(b).
No Material Actions or Proceedings. There are no legal or governmental actions, suits, proceedings, inquiries or investigations pending or, to the Company Group’s knowledge, threatened # against the Company Group or # which has as the subject thereof any property owned or leased by, the Company Group, which would, individually or in the aggregate, reasonably be expected to be material to the Company Group, considered as one enterprise, or materially and adversely affect the consummation of the transactions contemplated by this Agreement or the performance by the Parent or the Company of their respective obligations hereunder or under the Warrant Agreement, the Warrants, the Certificate of Designations or the Units (as applicable). The descriptions of any such actions, suits, proceedings, inquiries or investigations contained in the Public Filings present fairly the information disclosed therein.
Other Actions. Promptly after [[Organization B:Organization]]'s request therefor, the Loan Parties shall execute or cause to be executed and deliver to [[Organization B:Organization]] such instruments, assignments, title certificates or other documents as are necessary under the Uniform Commercial Code, the PPSA or other Applicable Law, or that [[Organization B:Organization]] may reasonably request, so at all times to maintain the validity, perfection, enforceability and priority of [[Organization B:Organization]]'s security interest in and Lien on the Collateral or to enable [[Organization B:Organization]] to protect, exercise or enforce its rights hereunder and in the Collateral, including, but not limited to, # immediately discharging all Liens other than Permitted Liens, # using commercially reasonable efforts to obtain Lien Waiver Agreements for locations where Collateral is located, # delivering to [[Organization B:Organization]], endorsed or accompanied by such endorsements of, instruments of assignment as [[Organization B:Organization]] may specify with respect to, and stamping or marking in such manner as [[Organization B:Organization]] may specify, any and all chattel paper, instruments, letters of credits and advices thereof and documents evidencing or forming a part of the Collateral, # entering into warehousing, customs brokers and freight agreements and other custodial arrangements satisfactory to [[Organization B:Organization]], and
Subject to the fulfillment or waiver of the conditions set forth in Sections 7.1 and 7.3, Sellers shall consummate the Closing as soon as practicable after the approval of the Sale Order.
Further Actions. Each Party agrees to execute, acknowledge and deliver such further instruments, and to do all such other acts, as may be necessary or appropriate in order to carry out the purposes and intent of this Agreement.
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