Examples of CP Entities in a sentence
Each Stockholder and Corporate Advisors agrees that the certificates representing the shares of Company Capital Stock owned by such Stockholder or the CP Entities, as applicable, shall bear a legend indicating that such shares are subject to this Agreement, which legend may be removed upon termination of this Agreement.
The Seller is not a party to any voting trust, proxy, or other agreement or understanding with respect to the voting of any capital stock of the CP Entities.
The Seller acknowledges and agrees that from and after the Closing the Buyer will be entitled to possession of all documents, books, records (including Tax records), agreements, and financial data of any sort relating to the CP Entities.
Buyer shall prepare or cause to be prepared and file or cause to be filed all Tax Returns for the CP Entities for all periods ending on or prior to the Closing Date which are filed after the Closing Date.
Seller has personally guaranteed certain obligations of the CP Entities (the “Seller Guarantees”).
Section 4(f) of the Disclosure Schedule sets forth for each Subsidiary of the CP Entities (i) its name and jurisdiction of incorporation, (ii) the number of shares of authorized capital stock of each class of its capital stock, (iii) the number of issued and outstanding shares of each class of its capital stock, the names of the holders thereof, and the number of shares held by each such holder, and (iv) the number of shares of its capital stock held in treasury.
There are no outstanding stock appreciation, phantom stock, profit participation, or similar rights with respect to any Subsidiary of the CP Entities.
The Financial Statements (including the notes thereto) have not been prepared in accordance with GAAP, however Seller believes that they present fairly the financial condition of the CP Entities as of such dates and the results of operations of each CP Entity for such periods, are correct and complete, and are consistent with the books and records of the CP Entities (which books and records are correct and complete).
Each item of Intellectual Property owned or used by any CP Entity immediately prior to the Closing hereunder will be owned or available for use by the CP Entities or the Subsidiary on identical terms and conditions immediately subsequent to the Closing hereunder.
Seller will permit, and Seller will cause each CP Entity to permit, representatives of the Buyer to have full access at all reasonable times, and in a manner so as not to interfere with the normal business operations the CP Entities, to all premises, properties, personnel, books, records (including Tax records), contracts, and documents of or pertaining to each CP Entity.