CES Shareholders definition
Examples of CES Shareholders in a sentence
The execution and delivery of this Agreement by CES and the consummation by CES of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate (or other) action on the part of CES and, subject to obtaining the applicable CES Shareholders' Approval, no other corporate (or other) proceedings on the part of CES are necessary to authorize this Agreement or to consummate the transactions contemplated hereby.
Assuming that the CES Preferred Stock has been redeemed pursuant to Section 2.1(b)(ii), the approval of the Mergers by two-thirds of the votes entitled to be cast by all holders of CES Common Stock (the "CES Shareholders' Approval") is the only vote of the holders of any class or series of the capital stock of CES or any of its subsidiaries required to approve this Agreement, the Mergers and the other transactions contemplated hereby.
CES has the legal capacity, power and authority (including full corporate (or other) power and authority) to execute and deliver this Agreement and to perform its obligations hereunder, and, subject to obtaining the CES Shareholders' Approval (as defined in Section 4.18) and the CES Required Statutory Approvals (as defined in Section 4.6(c)), to consummate the transactions contemplated hereby.
Neither GLC nor any person acting on its behalf has taken or will take any action (including, without limitation, any offering of any securities of GLC under circumstances which would require the integration of such offering with the offering of the Acquisition Shares issued to the CES Shareholders) which subject the issuance or sale of such shares to the CES Shareholders to the registration requirements of Section 5 of the Securities Act.
USCC and CES understand and agree that the consummation of this Agreement including the issuance of the USCC common stock to the CES Shareholders in exchange for the CES Shares as contemplated hereby constitutes the offer and sale of securities under the Securities Act and applicable state statutes.
The CES Shareholders' Approval and the --------------------- BEC Shareholders' Approval shall have been obtained with respect to this Agreement and the Mergers.
The CES Special Meeting for the purpose of ------------ securing the CES Shareholders' Approval and the BEC Special Meeting for the purpose of securing the BEC Shareholders' Approval shall be held on such date as CES and BEC shall mutually determine, and as soon as practicable after the date of this Agreement.
The CES Shares owned by the CES Shareholders are free and clear of any and all liens, charges, pledges, encumbrances, restrictions on transfer and adverse claims whatsoever not created by or through GLC and/or the Acquirer.
The CES Special Meeting for the purpose of securing the CES Shareholders' Approval and the BEC Special Meeting for the purpose of securing the BEC Shareholders' Approval shall be held on such date as CES and BEC shall mutually determine, and as soon as practicable after the date of this Agreement.
The execution and delivery of this Agreement, and the completion of the transactions contemplated hereby, have been duly and validly authorized by all necessary corporate action on the part of CES and the CES Shareholders.