Stockholders of the Company. In no event shall Siemens, Acquisition or the Company be liable (before or after the Closing) for any fees and expenses of the stockholders of the Company relating to the transactions contemplated by this Agreement, including, without limitation, legal, accounting and financial advisory fees.
Stockholders of the Company. Schedule 2.5 hereto contains a true and complete list of the names and addresses of the record owners of all of the outstanding shares and other equity securities of the Company, together with the number securities held. To the best knowledge of the Company, there is no voting trust, agreement or arrangement among any of the beneficial holders of the shares affecting the nomination or election of directors or the exercise of the voting rights of the shares.
Stockholders of the Company. In no event shall Parent, Acquisition Corp. or the Company be liable (before or after the Closing) for any fees and expenses of the Stockholders of the Company relating to the transactions contemplated by this Agreement, including legal, accounting and financial advisory fees.
Stockholders of the Company. (a) As soon as reasonably practicable after the date of this Agreement, the Company shall mail to each Person who is a holder of record of certificates which represent the outstanding shares of Common Stock and Preferred Stock (each, a “Stock Certificate”) (i) if the Merger is not approved by 100% of the Stockholders, the notices required in connection with having obtained the requisite consent of stockholders approving the Merger by Section 228(e) of the DGCL, including an information statement in a form approved by Parent describing in reasonable detail the Merger and this Agreement, (ii) if the Merger is not approved by 100% of the Stockholders, the notice to Stockholders of their appraisal rights under Section 262 of the DGCL, an information statement reasonably acceptable to Parent and any other information required to be provided to the Stockholders under Applicable Law, (iii) a letter of transmittal in the form attached hereto as Exhibit E (“Letter of Transmittal”) and (iv) instructions reasonably acceptable to Parent for effecting the surrender of such Stock Certificates for payment. The Letter of Transmittal shall (w) specify that delivery shall be effected and risk of loss and title to the shares of Common Stock and Preferred Stock (or rights hereunder) represented by such Stock Certificates shall pass, only upon actual delivery of the Stock Certificates to the Paying Agent, (x) include appropriate transmittal materials and instructions for use in effecting the surrender of the Stock Certificates in exchange for the portion of the Merger Consideration that such Person is entitled to receive pursuant to Section 2.8(b) and such Stockholder’s Pro Rata Share of the Other Seller Payments, (y) contain a release of all claims from such Stockholder in a form reasonably acceptable to Parent for the benefit of Parent, Merger Sub, the Surviving Corporation and its Subsidiaries, and the predecessors, successors, assigns, officers, directors, stockholders, employees and agents of the foregoing entities, and (z) include a Joinder to this Agreement. After the Effective Time, the Merger Consideration and such other amounts (if any) shall be paid (without interest) as follows to each Stockholder who delivers a duly executed Letter of Transmittal, a duly executed Joinder and surrenders such holder’s Stock Certificate or Stock Certificates (and such Stock Certificates shall thereafter be marked as canceled) or otherwise delivers a Lost Certificate Affidavit to the ...
Stockholders of the Company. The Compensation Committee has granted aggregate bonus opportunities for the Executive under the terms of the Bonus Plan as follows: For the First Contract Year: $900,000 For the Second Contract Year: $950,000 For the Third Contract Year: $1,000,000. The actual bonus payable to Executive in respect of each Contract Year during the Term of Employment shall be determined by the Compensation Committee, and shall be calculated with reference to the attainment by the Company and the Executive of performance goals for such Contract Year established by the Compensation Committee under the terms of the Bonus Plan.
Stockholders of the Company. The Company reasonably believes that it has fewer than 35 securityholders who are not "accredited investors" within the meaning of Rule 501 of the Securities Act. The Company will not issue or transfer any securities if the effect would be to render the prior sentence inaccurate. The Company has no reason to believe that the transactions contemplated hereby can not be consummated without registration under the Securities Act or state securities laws. The Company will provide such information, and take such actions as Parent may reasonably request, to demonstrate compliance with this Section.
Stockholders of the Company. Schedule 3.5 sets forth with respect to the Company (a) the name, address and federal taxpayer identification number of, and the number of outstanding shares of each class of its capital stock owned by, each stockholder of record as of the close of business on the date of this Agreement and (b) the name, address and federal taxpayer identification number of, and number of shares of each class of its capital stock beneficially owned by, each beneficial owner of outstanding shares of its capital stock (to the extent that record and beneficial ownership of any such shares are different). The stockholders set forth on Schedule 3.5 constitute all of the holders of all issued and outstanding shares of capital stock of the Company, and each of such stockholders owns such shares as are set forth on Schedule 3.5 free and clear of all Liens, restrictions and claims of any kind existing immediately prior to the Effective Time.
Stockholders of the Company. In no event shall Inveresk, Acquisition or, following the Effective Time, the Surviving Corporation be liable (before or after the Closing) for any fees and expenses of the Stockholders and Optionholders relating to the transactions contemplated by this Agreement, including, without limitation, legal, accounting and financial advisory fees.
Stockholders of the Company. The Company has two stockholders and each stockholder is an "accredited" investor within the meaning of Rule 501 under the Securities Act.
Stockholders of the Company. 23 ARTICLE 4........................................................................................................24
