The Selling Shareholders Sample Clauses

The Selling Shareholders. Total............ SCHEDULE III SUBSIDIARIES OF XXXXXX DENTAL MANAGEMENT SERVICES INC. ------------------------------------------------------ State or Country NAME OF SUBSIDIARY of Incorporation ------------------ ---------------- SCHEDULE IV PROFESSIONAL CORPORATIONS ------------------------- NAME OWNER ---- -----
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The Selling Shareholders. At such time subsequent to the Closing as the Buyer may request, the Selling Shareholders covenant and agree that:
The Selling Shareholders. Encl.: Details of Anchor Investors entitled to payment of refund and list of Bidders (other than Anchor Investors) for unlocking of ASBA Account. SCHEDULE III Date: [●] To: Escrow Collection Bank Copy to:
The Selling Shareholders and QOI shall cause any personal or corporate guarantors who provide Guaranties on the indebtedness or other obligations of QOI or any of its Subsidiaries to continually provide guaranties over the same after the execution of this Agreement in accordance with the current terms thereof. MRV shall use good faith efforts to determine and take suitable measures for relieving or indemnifying the personal or corporate guarantors who provide Guaranties on the indebtedness of QOI or any of its Subsidiaries as listed in Schedule 26 as soon as practicable after Closing.
The Selling Shareholders. Total ......................................... _________ The Selling Shareholders are represented by Heller, Ehrman, White & McAuxxxxx, 005 Xxxxxxxxxx Xxxxxx, Xxxx Xxxx, Xxxxxxxxxx 00000 xxx have appointed Gidexx Xxx-Xxxxxx xxx Michxxx X. Xxxxxxx, xxd each of them, as the Attorneys-in-Fact for such Selling Shareholder.
The Selling Shareholders and Buyer acknowledge that the transaction described herein is of a confidential nature and shall not be disclosed prior to the Closing except to consultants, attorneys and advisors, or as required by law. The Selling Shareholders and Buyer shall not make any public disclosure of the terms of this Agreement prior to the Closing, except as required by law, such requirement to substantiated by a written opinion of counsel.
The Selling Shareholders and Buyer shall each pay its own expenses incident to the preparation and carrying out of this Agreement, including all fees and expenses of counsel (whether or not referred to by name herein) and accountants for all activities of such counsel and accountants undertaken pursuant to the subject matter of this Agreement, whether or not the transactions contemplated hereby are consummated. Section 8. NATURE AND SURVIVAL OF REPRESENTATIONS, WARRANTIES AND COVENANTS:
The Selling Shareholders shall have similar rights and obligations as those applicable to the shareholders of the Purchaser and of E-Waste upon completion of the proposed merger by Purchaser into the E-Waste Merger following the E-Waste Merger, and in any event, the Selling Shareholders shall have piggy-back registration rights for the shares allocated to the Selling Shareholders.
The Selling Shareholders may exercise the Drag Along Option by giving a written notice to that effect (a Drag Along Notice) to the Company which the Company shall forthwith copy to the Called Shareholders at any time before the transfer of the Sellers' Shares to the Drag Purchaser. A Drag Along Notice shall specify that:
The Selling Shareholders on a joint and not a several basis, agree to indemnify and hold the Purchaser harmless, from and after the Closing Date, against and in respect of all matters in connection with any losses, liabilities, costs or damages (including reasonable attorneys' fees) incurred by the Purchaser resulting from (i) any breach of its representations and warranties in Section 4.3, "Title,"or (ii) any breach or nonfulfillment of their covenants in Article 7, "Post-Closing Covenants By the Selling Shareholders."