DBA Shareholder definition
Examples of DBA Shareholder in a sentence
This Agreement constitutes the valid and legally binding obligation of the DBA Shareholder, enforceable in accordance with its terms and conditions.
On the Closing Date, all representations and warranties contained in this Agreement and made by the DBA Shareholder under Section 3.1 of this Agreement will expire as to DBA and thereafter will be deemed to be made exclusively by the DBA Shareholders.
Except as set forth in Schedule 3.2(i), neither DBA nor any of the DBA Shareholder have guaranteed, become surety or contingent obligor for or assumed any obligation, debt or dividend of any Person.
The DBA Shareholder owns and holds, beneficially and of record, the entire right, title, and interest in and to the DBA Shares held by such DBA Shareholder, free and clear of all Rights and Encumbrances.
Except as set forth in the Shareholders’ Schedules, neither the DBA Shareholder, nor any director or officer of DBA and none of their Related Persons is a party to any contract with, or has any claim against, DBA.
The DBA Shareholder has the full power and authority to vote, transfer and dispose of the DBA Shares held by such DBA Shareholder, free and clear of any Right or Encumbrance other than restrictions under the Securities Act and applicable state securities laws.
Except as set forth on Schedule 3.2(n), there is no investment banker, broker, finder or other similar intermediary which has been retained by, or is authorized by, the DBA Shareholder to act on its behalf who might be entitled to any fee or commission from the DBA Shareholder or any of its affiliates upon consummation of the transactions contemplated by this Agreement.
Except as set forth on Schedule 3.2(u), no director, officer, employee or DBA Shareholder, and no relative or affiliate of any of the foregoing (i) sells or purchases goods or services from DBA or has any pecuniary interest in any supplier or client of any of the foregoing or in any other business enterprise with which DBA conducts business or with which any of the foregoing is in competition, or (ii) is indebted to DBA except for money borrowed and as set forth on the Financial Statements.
The DBA Shareholder is not required to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any Governmental Authority in order to consummate the transactions contemplated by this Agreement.
At the Closing, the Acquiror will acquire good title to the DBA Shares held by the DBA Shareholder, free and clear of all Rights and Encumbrances.