Purchases by Company and Shareholders Sample Clauses

Purchases by Company and Shareholders. If the Company and the Non- Offering Shareholders together, or the Non-Offering Shareholders (or any of them) alone, elect to purchase 100% of the Offered Shares, the sale and purchase of such shares shall be completed not later than one hundred and five (105) days after the Offer Date (subject to any extension of time required to permit necessary governmental or regulatory filings, notices or approvals). The Transferor shall not be obligated to sell any Offered Shares to the Company or to any Non-Offering Shareholder unless the Company and/or the Non-Offering Shareholders have agreed to purchase, and purchase, 100% of the Offered Shares. "Completion" of any sale pursuant to this Article 4 shall mean, at a minimum, delivery by the selling Shareholder to each purchaser of certificate(s) representing the number of Preferred Shares to be sold, in form for transfer by delivery, and payment by each purchaser of the purchase price therefor in accordance with the Terms, or as may otherwise be agreed by the parties.
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Related to Purchases by Company and Shareholders

  • Covenants of the Company and the Selling Shareholders (a) The Company covenants and agrees with the several Underwriters that:

  • The Shareholders Each Shareholder represents and warrants to the Company and the other Shareholders, as of the date of this Agreement, as follows:

  • Certain Agreements of the Company and the Selling Stockholders The Company agrees with the several Underwriters and the Selling Stockholders that:

  • Deliveries by Company The Company shall deliver the following at Closing:

  • Covenants of the Company and the Selling Stockholders The Company and each Selling Stockholder covenants with each Underwriter as follows:

  • Principal Shareholders 5 2.04 Subsidiaries.............................................................................. 6 2.05 Convertible Securities, Options, Etc...................................................... 6 2.06 Authorization and Validity of Agreement................................................... 6 2.07. Validity of Transactions; Absence of Required Consents or Waivers......................... 6 2.08.

  • Ownership by Company If, during Executive’s employment by Company, Executive creates any work of authorship fixed in any tangible medium of expression that is the subject matter of copyright (such as videotapes, written presentations, or acquisitions, computer programs, E-mail, voice mail, electronic databases, drawings, maps, architectural renditions, models, manuals, brochures, or the like) relating to Company’s business, products, or services, whether such work is created solely by Executive or jointly with others (whether during business hours or otherwise and whether on Company’s premises or otherwise), including any Work Product, Company shall be deemed the author of such work if the work is prepared by Executive in the scope of Executive’s employment; or, if the work is not prepared by Executive within the scope of Executive’s employment but is specially ordered by Company as a contribution to a collective work, as a part of a motion picture or other audiovisual work, as a translation, as a supplementary work, as a compilation, or as an instructional text, then the work shall be considered to be work made for hire and Company shall be the author of the work. If such work is neither prepared by Executive within the scope of Executive’s employment nor a work specially ordered that is deemed to be a work made for hire, then Executive hereby agrees to assign, and by these presents does assign, to Company all of Executive’s worldwide right, title, and interest in and to such work and all rights of copyright therein.

  • Deliveries by Purchaser At the Closing, Purchaser shall deliver to Seller the following:

  • Shareholder Transactions (i) Process shareholder purchase and redemption orders in accordance with conditions set forth in the Trust's prospectus.

  • By Shareholders Subject to the terms and conditions of this Article 0, each Shareholder, jointly and severally, hereby agrees to indemnify, defend and hold harmless Buyer, its directors, officers, employees and controlled and controlling persons (hereinafter “Buyer’s Affiliates”) and the Company from and against all Claims asserted against, resulting to, imposed upon, or incurred by Buyer, Buyer’s Affiliates or the Company, directly or indirectly, by reason of, arising out of or resulting from (a) the inaccuracy or breach of any representation or warranty of any Shareholder or Company contained in or made pursuant to this Agreement (regardless of whether such breach is deemed “material” for purpose of Section 0), or (b) the breach of any covenant of any Shareholder or the Company contained in this Agreement. Regardless of the foregoing, however, breaches of representations and warranties contained in Section 0 hereof shall be subject only to several indemnification by the respective Shareholders who shall have made and breached such representations and warranties. As used in this Article 0, the term “Claim” shall include (i) all debts, liabilities and obligations; (ii) all losses, damages (including, without limitation, consequential damages), judgments, awards, settlements, costs and expenses (including, without limitation, interest (including prejudgment interest in any litigated matter), penalties, court costs and attorneys fees and expenses); and (iii) all demands, claims, suits, actions, costs of investigation, causes of action, proceedings and assessments, whether or not ultimately determined to be valid.

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