Examples of BVI Shareholder in a sentence
The BVI Shareholder and the Company each agree to reimbursement the Escrow Agent for any expenses reasonably incurred by the Escrow Agent in performing its functions as Escrow Agent pursuant to this Agreement (but excluding any such expenses arising out of the gross negligence or willful misconduct of the Escrow Agent).
The Company and BVI Shareholder hereby appoint Escrow Agent to act as the escrow agent under this Agreement, and Escrow Agent hereby accepts such appointment and agrees to hold and deposit all of the documents and/or 35% of the ONE Shares deposited into escrow with it, (collectively, the “Escrow Deposit”), in accordance with the terms of this Agreement, and to perform its other duties hereunder in accordance with this Agreement.
As at the date of this announcement, (i) the Target Company is owned as to 52% and 48% by the Vendor and the BVI Shareholder, respectively; and (ii) to the best of the Directors’ knowledge, information and belief, having made all reasonable enquiry, the BVI Shareholder and its ultimate beneficial owner are Independent Third Parties.
The Xxx Xxx BVI Shareholder hereby certifies that it is: __X__ an “Accredited Investor” under Regulation D of the Securities Act (see Section 3.4 and Annex II of this Agreement).
If, at any time after the Closing, any further action is necessary or desirable to carry out the purposes of this Agreement, the DingXu BVI Shareholder, DingXu BVI, PUBCO Stockholders and/or PUBCO will take all such lawful and necessary action.
During the period of the PUBCO Stockholders Indemnification, if DingXu BVI or the DingXu BVI Shareholder shall become reasonably aware of any Claim covered by this Section 5.1, and while such Claim is unresolved, DingXu BVI shall have the right to issue stop transfer instructions to its transfer agent with respect to the PUBCO Shares held by the Indemnifying Party.
The DingXu BVI Shareholder represents that such person has no right or claims whatsoever to any shares of DingXu BVI capital stock, other than the DingXu BVI Shares that DingXu BVI Shareholder owns and DingXu BVI Shareholder does not have any options, warrants or any other instruments entitling DingXu BVI Shareholder to exercise to purchase or convert into shares of DingXu BVI capital stock.
No BVI Shareholder has any liability to pay any fees or commissions or other consideration to any broker, finder, or agent with respect to the transactions contemplated by this Agreement.
DingXu BVI Shareholder acknowledges that the certificate(s) representing the PUBCO Shares to be transferred to DingXu BVI Shareholder shall conspicuously set forth on the face or back thereof a legend in substantially the following form: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.
Without the prior written consent of DingXu BVI, the DingXu BVI Shareholder, PUBCO or the PUBCO Stockholders except as required or specifically contemplated hereby, each party shall not undertake or fail to undertake any action if such action or failure would render any of said warranties and representations untrue in any material respect as of the Closing.