Contributing Shareholder definition
Examples of Contributing Shareholder in a sentence
The Contributing Shareholder has had access to the same kind of information concerning the Company that is required by Schedule A of the Securities Act to the extent that the Company possesses such information and the Contributing Shareholder has such knowledge and experience in business matters that the Contributing Shareholder is capable of utilizing the information that is available to the Contributing Shareholder concerning the Company to evaluate the risks of investment in the Company.
Upon delivery to the Company by the Contributing Shareholder of the share certificates representing such Contributed Shares pursuant to Article 2 hereof, the Company will receive good and valid title to such Contributed Shares, free and clear of all Liens (except for restrictions imposed by the applicable securities laws).
Subject to applicable securities laws and the terms and conditions thereof, the Contributing Shareholder may assign any of his or its rights under this Agreement to any of his or its respective Affiliates.
The Company may not assign any of its rights under this Agreement without the written consent of the Contributing Shareholder.
No approval, consent, compliance, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person, and no lapse of a waiting period under any Requirement of Law, is necessary or required in connection with the execution, delivery or performance by, or enforcement against, the Contributing Shareholder of this Agreement or the transactions contemplated hereby.
The remedies provided for herein are cumulative and are not exclusive of any remedies that may be available to the Company or the Contributing Shareholder at law, in equity or otherwise.
The Contributing Shareholder is an accredited investor within the meaning of Rule 501(a) under the Securities Act.
The Contributing Shareholder agrees to the imprinting, so long as required by law, of a legend on certificates representing all of its Company Common Shares to the following effect: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR THE SECURITIES LAWS OF ANY STATE.
The Contributing Shareholder is the beneficial and record owner of the Contributed Shares and has good and valid title to the Contributed Shares, free and clear of all Liens.
The Contributing Shareholder understands that the Company Common Shares to be acquired by him or it pursuant to this Agreement will not be registered at the time of their issuance under the Securities Act for the reason that the sale provided for in this Agreement is exempt pursuant to Section 4(2) of the Securities Act and that the reliance of the Company on such exemption is predicated in part on the Contributing Shareholder's representations set forth herein.