Dynamic Shareholders definition
Examples of Dynamic Shareholders in a sentence
Each of the Central Dynamic Shareholders has the legal power, capacity and authority to execute and deliver this Agreement to consummate the transactions contemplated by this Agreement, and to perform his obligations under this Agreement.
At the Closing Date, each of the Central Dynamic Shareholders shall, on surrender of his certificate or certificates representing his Central Dynamic shares to Dongxing International or its registrar or transfer agent, be entitled to receive a certificate or certificates evidencing his proportionate interest in the Exchange Shares.
Dongxing International agrees to acquire 100% of the issued and outstanding shares of Central Dynamic from the Central Dynamic Shareholders in exchange for certain shares of Dongxing International (the “Exchange”) and the Central Dynamic Shareholders agree to exchange their shares of Central Dynamic on the terms described herein.
The execution and delivery of this Agreement by the Central Dynamic Shareholders and the performance by the Central Dynamic Shareholders of their obligations hereunder in accordance with the terms hereof: (a) will not require the consent of any third party or governmental entity under any laws; (b) will not violate any laws applicable to the Central Dynamic Shareholders and (c) will not violate or breach any contractual obligation to which the Central Dynamic Shareholders are a party.
To the full satisfaction of each Central Dynamic Shareholder, he has been furnished all materials that he has requested relating to Dongxing International and the transfer of the Exchange Shares hereunder, and each Central Dynamic Shareholder has been afforded the opportunity to ask questions of Dongxing International’s representatives to obtain any information necessary to verify the accuracy of any representations or information made or given to the Central Dynamic Shareholders.
This Agreement constitutes a legal, valid and binding obligation of the Central Dynamic Shareholders, enforceable against the Central Dynamic Shareholders in accordance with the terms hereof.
Dongxing International and the Central Dynamic Shareholders agree that Dongxing International shall refuse to register any transfer of shares issued pursuant to this Agreement if such transfer was not made in accordance with Regulation S, pursuant to registration under the Securities Act, or pursuant to an available exemption from registration, and Dongxing International may place a stop transfer order with its registrar and stock transfer agent covering all certificates representing the Exchange Shares.
Each of the Central Dynamic Shareholders is the record and beneficial owner, and has good title to his Central Dynamic common shares, with the right and authority to sell and deliver such Central Dynamic common shares, free and clear of all liens, claims, charges, encumbrances, pledges, mortgages, security interests, options, rights to acquire, proxies, voting trusts or similar agreements, restrictions on transfer or adverse claims of any nature whatsoever.
Dongxing International has delivered to the Central Dynamic Shareholders complete and correct copies of the articles of incorporation and bylaws of Dongxing International (the “Articles”) as in effect on the date hereof.
On the terms and subject to the conditions set forth in this Agreement, on the Closing Date, each of the Central Dynamic Shareholders shall assign, transfer and deliver the number of shares of Central Dynamic set forth on Table 1 attached hereto, constituting all of the shares of Central Dynamic held by such shareholder; the objective of such Exchange being the acquisition by Dongxing International of not less than 100% of the issued and outstanding shares of Central Dynamic.