Cabela definition
Examples of Cabela in a sentence
Each Cabela Family Seller waives any duty, if any, of the Company to affirmatively disclose to such Cabela Family Seller any material information regarding the Company which might have a bearing on the value of the Common Shares.
Each Cabela Family Seller acknowledges that the Company has not made any representations to such Cabela Family Seller regarding the value of the Common Shares.
This Agreement has been duly and validly executed and delivered by such Cabela Family Seller and this Agreement is the valid and binding obligation of such Cabela Family Seller, enforceable against such Cabela Family Seller in accordance with its terms, except as enforceability thereof may be limited by any applicable bankruptcy, reorganization, insolvency or other laws affecting creditors rights generally and by general principles of equity.
The Company shall have received duly executed copies of all consents and approvals, in form and substance satisfactory to the Company, that are (i) required for consummation of the transactions contemplated hereby by each Cabela Family Seller or (ii) that are required in order to prevent a breach of or a default under or a termination of any material agreement to which each Cabela Family Seller is a party.
The Company shall have received from ▇▇▇▇▇ ▇▇▇▇▇▇ P.C., A Limited Liability Organization, counsel for the Cabela Family Sellers, an opinion addressed to the Company, dated the Closing Date, in form and substance reasonably acceptable to the Company and on which the Company shall be entitled to rely.
The representations and warranties of each Cabela Family Seller contained in Article 3 and the representations and warranties of the Company contained in Article 4 shall survive the Closing and remain in full force and effect without time limit; provided, however, that the representations and warranties of each Cabela Family Seller in Section 3.6 shall survive the Closing until the first anniversary date of this Agreement.
The Company shall have delivered to each Cabela Family Seller its Proportionate Percentage of the Purchase Price in immediately available funds.
The aggregate purchase price to be paid by the Company for the Common Shares to be sold by the Cabela Family Sellers shall be $149,999,976.00 (the “Purchase Price”), such amount being equal to $50.40 per Common Share, payable in immediately available funds to the Cabela Family Sellers in accordance with their Proportionate Percentage.
Each Cabela Family Seller shall have received duly executed copies of all consents and approvals, in form and substance satisfactory to each Cabela Family Seller, that are (i) required for consummation of the transactions contemplated hereby by the Company or (ii) that are required in order to prevent a breach of or default under or a termination of any material agreement to which the Company is a party.
The Company has given each Cabela Family Seller the opportunity to receive all information necessary and the opportunity to ask such questions of and receive answers to such questions from the Company as deemed necessary by such Cabela Family Seller in order to evaluate the fairness of the terms of this Agreement.