BBC Shareholders definition

BBC Shareholders means the holders of record as of the Closing Date of the issued and outstanding shares of the capital stock of ▇▇▇▇▇ Blue Chip.
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Examples of BBC Shareholders in a sentence

  • The BBC Shareholders represent that they each have no right or claims whatsoever to any equity interests of BBC, other than the BBC Equity Interest, and do not have any options, warrants or any other instruments entitling any of them to exercise or purchase or convert into additional equity interests of BBC.

  • This Agreement has been duly and validly executed and delivered by each of the BBC Shareholders and constitutes a valid and binding agreement of such person, enforceable against such person in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency or other similar laws affecting the enforcement of creditors’ rights generally or by general principles of equity.

  • Baird Blue Chip shall, through its Board of Directors, recommend to the BBC Shareholders approval of this Agreement and the other transactions contemplated by this Agreement, except to the extent provided in Section 5.10 hereof.

  • Each of the BBC Shareholders is able to bear the economic risk of acquiring the Pubco Shares pursuant to the terms of this Agreement, including a complete loss of such BBC Shareholder’s investment in the Pubco Shares.

  • Assuming the accuracy of the BBC Shareholders’ representations and warranties set forth in Section 3, no registration under the Securities Act is required for the offer and issuance of the Pubco Shares by Pubco to the BBC Shareholders as contemplated hereby.

  • If, at any time after the Closing, any further action is necessary or desirable to carry out the purposes of this Agreement, the BBC Shareholders, BBC, the Representative Stockholder, and/or Pubco (as applicable) shall take all such lawful and necessary action.

  • The BBC Shareholders each acknowledge that the Pubco Shares will not be registered pursuant to the Securities Act or any applicable state securities laws, that the Pubco Shares will be characterized as “restricted securities” under federal securities laws, and that under such laws and applicable regulations the Pubco Shares cannot be sold or otherwise disposed of without registration under the Securities Act or an exemption therefrom.

  • Each BBC Shareholders further represents that it does not have any Contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participation to such person or to any third person, with respect to any of the Pubco Shares.

  • BBC and the BBC Shareholders shall have performed in all material respects all obligations and complied in all material respects with all covenants and conditions required by this Agreement to be performed or complied with by them at or prior to the Closing.

  • The representations and warranties and statements of fact made by the BBC Shareholders in this Agreement are, as applicable, accurate, correct and complete and do not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements and information contained herein not false or misleading.