Active Shareholders definition
Examples of Active Shareholders in a sentence
From and after the Closing, (a) the Active Shareholders shall provide reasonable cooperation to transition to Purchaser the control and enjoyment of the Business and the Company Entities; and (b) Sellers shall promptly deliver to Purchaser all correspondence, papers, documents and other items and materials received by Sellers or found to be in the possession of Sellers or any third-party which pertain to the Company Entities or the assets of the Company Entities.
The Active Shareholders shall provide a true, complete and accurate list of the names, titles, annual compensation, all bonuses and similar payments (including any equity compensation) made or owed for the current and preceding year, accrued vacation as of the date hereof, and employer for each director, officer, manager and employee of the Company Entities, excluding any contract employees who are employed for unfixed or indefinite durations within thirty days from the date of Closing.
The Inactive Shareholders will not have any Liability under this Agreement, the Ancillary Agreements or the transactions contemplated hereby or thereby, whether directly or for any obligations of the Active Shareholders, the Sellers, the Selling Parties Representative or any other party to this Agreement or any Ancillary Agreement, except with respect to any intentional fraud by such Inactive Shareholder or (in the case of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇) in accordance with the Noncompetition Agreement signed by him.
To the knowledge of the Active Shareholders, each Company Entity is in compliance in all material respects with all requirements and limitations under such Permits.
Each item of Company Registered IP is (i) in compliance with all applicable legal requirements and is current with its registration and maintenance requirements, and (ii) to the knowledge of Active Shareholders, the Company Registered IP is valid and enforceable.
Purchaser and the Active Shareholders shall cooperate on the form, content, timing and manner of any press release or releases issued in respect of this Agreement or such transactions.
Any one or more successive or concurrent actions may be brought hereon against the Active Shareholders, either in the same action or proceeding, if any, brought against the Sellers.
Notwithstanding Section 12.3, the Active Shareholders may not amend, modify, supplement, waive or assign their rights or obligations under Article 11 and Article 12 without the prior written consent of the Purchaser.
Except for public announcements or press releases that are required by disclosure laws of the U.S. Securities and Exchange Commission concerning the proposed purchase and sale transactions herein contemplated, no public announcement or press release announcing such transactions will be made without the joint written consent of Purchaser and the Sellers, with the consent of the Active Shareholders not to be unreasonably withheld.
The Active Shareholders shall indemnify and save harmless the Purchaser and the Corporation from and against any claims for any commission, fee or other remuneration payable or alleged to be payable to any broker, agent or other intermediary who purports to act or have acted for the Vendors or the Corporation.