Representation of Holders. As a condition to its participation in the Exchange Offer pursuant to the terms of this Agreement, each Holder of Transfer Restricted Securities shall furnish, upon the request of the Company, prior to the Consummation thereof, a written representation to the Company (which may be contained in the letter of transmittal contemplated by the Exchange Offer Registration Statement) to the effect that (A) it is not an affiliate of the Company, (B) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any Person to participate in, a distribution of the Exchange Securities to be issued in the Exchange Offer and (C) it is acquiring the Exchange Securities in its ordinary course of business. In addition, all such Holders of Transfer Restricted Securities shall otherwise use commercially reasonable efforts to cooperate in the Company’s preparations for the Exchange Offer. Each Holder hereby acknowledges and agrees that any Broker-Dealer and any such Holder using the Exchange Offer to participate in a distribution of the securities to be acquired in the Exchange Offer (1) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission enunciated in Xxxxxx Xxxxxxx and Co., Inc. (available June 5, 1991) and Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in the Commission’s letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters, and (2) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction and that such a secondary resale transaction should be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K if the resales are of Exchange Securities obtained by such Holder in exchange for Initial Securities acquired by such Holder directly from the Company:
Representation of Holders. PROTECTION – AMENDMENT OF THE ISSUANCE AGREEMENT Article 10. Representation of Holders Article 11. Protection of Holders – Rights of the Company Article 12. Binding effect – Amendment of the issuance agreement – Term – Jurisdiction
Representation of Holders. As the BSA01-2008 are attached to the E Shares pursuant to what is set out in Article 3 above, and pursuant to the provisions of Article L. 228-103 of the French Commercial Code, the holders of ABSA E are grouped into a body with legal personality protecting their joint interests (masse). Given that both the ABSA E issued and to be issued with respect to the Capital Increase, the Delegation and upon conversion of the OC E (Tranches A and B) have the same features, the holders of such ABSA E (the “Holders”) are grouped into the same masse, with the acceptance of each of the Holders. General meetings of Holders meet at the registered office or in any other location of the département of the registered office or of bordering départements.
Representation of Holders. Pursuant to the provisions of Article L. 228-103 of the French Commercial Code, the holders of OC E are grouped into a body with legal personality protecting their joint interests (masse). Given that both the OC E issued and to be issued have the same features, the holders of such OC E (the “Holders”) are grouped into the same masse, with the acceptance of each of the Holders. General meetings of Holders meet at the registered office or in any other location of the département of the registered office or of bordering départements.
Representation of Holders. Each Holder represents to SGC and Company ------------------------- that on the Effective Date such Holder is an "accredited investor" within the meaning of Section 501 of the Securities Act, is acquiring the Notes for investment and is not acquiring the Notes with a view to the distribution or sale of the securities within the meaning of the Securities Act, subject, however, to any requirement of law that the disposition of its property be at all times within its control.
Representation of Holders. In connection with the acquisition of each Warrant, each Holder represents to the Issuer, as of the date of such Warrant, that it is acquiring the Warrants solely for its own account for investment (subject to applicable laws and regulations), and that it has no present intention to distribute the Warrants or any portion thereof (except as may be required by applicable laws and regulations). The entire legal and beneficial interest of the Warrants is being acquired for such Holder's account only and neither in whole nor in part for any other Person.
Representation of Holders. The Holders each hereby represents to the Issuer that they own the principal amount of Discount Notes attributed to them in Schedule A attached hereto.
Representation of Holders. The Holder Representative shall have the right to represent the interests of The Xxxx Group of Companies in any Tax audit or administrative or court proceeding relating to taxable periods ending on or prior to the Closing Date and to employ counsel of its choice at its expense, and Matrix shall have the right to consult with the Holder Representative during such proceedings at its own expense. Matrix agrees that it shall cooperate fully, and cause each member of The Xxxx Group of Companies to cooperate fully, with the Holder Representative and its counsel in the defense against or compromise of any claim in said proceeding, and the Holders agree to pay any reasonable third party out of pocket expenses incurred by Matrix or The Xxxx Group of Companies in connection therewith. Notwithstanding the foregoing, if the results of such Tax audit or proceeding reasonably could be expected to have a material adverse effect on the assets, business, operations, Tax position or financial condition of Matrix, The Xxxx Group of Companies or any of their Affiliates for taxable periods ending after the Closing Date, then there shall be no settlement or closing or other agreement with respect thereto without the written consent of Matrix which consent shall not be unreasonably withheld or delayed.
Representation of Holders. The Holders will be grouped automatically in a collective group with legal personality (the “Masse”) to defend their common interests. The Masse will be governed by the provisions of the French Commercial Code (with the exception of the provisions of Article L.228-48 thereof), subject to the following provisions: The Masse will be a separate legal entity by virtue of Article L.228-103 of the French Commercial Code, acting in part through a representative (the “Representative”) elected by the Holders’ General Meeting (as defined hereafter) and in part through a holders’ general meeting (the “Holders’ General Meeting”). The Masse alone, to the exclusion of all individual Holders, shall exercise the common rights, actions and benefits which now or in the future may accrue with respect to the Warrants. The Holders’ General Meeting shall be called upon to authorize any changes to the Terms and Conditions and to approve any decision that has an impact on the conditions for subscription of the Warrant Shares determined within the scope of these Terms and Conditions. In accordance with Articles L. 228-59 and R. 228-67 of the French Commercial Code, notice of date, hour, place and agenda of any Holders’ General Meeting will be given by way of a press release published by the Company which will also be posted on its website (xxx.xxx-xxxxxxxxxxxx.xxx) not less than fifteen (15) calendar days prior to the date of such general meeting on first notice, and five (5) calendar days on second notice. Each Holder has the right to participate in a Holders’ General Meeting in person, by proxy, by correspondence and, in accordance with Article L. 228-61 of the French Commercial Code by videoconference or by any other means of telecommunication allowing the identification of participating Holders, as provided mutatis mutandis by Article R. 223-30-1 of the French Commercial Code. Decisions of the Holders’ General Meetings once approved will be published by way of a press release posted by the Company on its website (xxx.xxx-xxxxxxxxxxxx.xxx).
Representation of Holders. The holder represents that it is acquiring the Warrant and the Warrant Stock for the purpose of investment and not with a view to the resale or distribution hereof or thereof; provided, that the disposition of holder's property shall at all times be and remain within its control.
