ENMI definition
Examples of ENMI in a sentence
Except for Consents, filings or notices required under the state and federal securities laws or any other laws or regulations or as otherwise contemplated in this Agreement and the other Transactional Agreements, ENMI will not be required to make any filing with or give any notice to, or obtain any Consent from, any Person in connection with the execution and delivery of this Agreement and the other Transactional Agreements or the consummation or performance of the Exchange.
The representations and warranties of ENMI in this Agreement shall have been true and correct as of the date of this Agreement and shall be true and correct on and as of the Closing and ENMI shall have performed all obligations in this Agreement required to be performed or observed by them on or prior to the Closing.
Upon the terms and subject to all of the conditions contained herein, each of the Shareholders hereby agrees to sell, assign, transfer and deliver to ENMI, and ENMI hereby agrees to purchase and accept from each of the Shareholders, on the Closing Date, the Shares.
Each Person (other than ENMI) shall have executed and delivered prior to or on the Closing Date all Transactional Agreements to which it is to be a party.
At the Closing, ENMI will be vested with good and marketable title to the Shares, free and clear of all Liens (including, without limitation, any claims of spouses under applicable community property laws).
This Agreement and each of the Transaction Agreements constitute the legal, valid and binding obligation of each person or entity who is a party thereto (other than ENMI), enforceable against each such person or entity in accordance with its terms, except as such enforcement is limited by general equitable principles, or by bankruptcy, insolvency and other similar laws affecting the enforcement of creditors rights generally.
Each of the Consents identified or required to have been identified in Section 3.4 shall have been obtained and shall be in full force and effect, other than those Consents the absence of which shall not have a material adverse effect on ENMI.
Results of operations or financial condition of ENMI, to ENMI’s knowledge ENMI holds all Governmental Authorizations necessary for the lawful conduct of its business under and pursuant to, and the business of ENMI is not being conducted in violation of, any Governmental Authorization applicable to ENMI.
ENMI is duly qualified, licensed or domesticated as a foreign corporation in good standing in each jurisdiction wherein the nature of its activities or its properties owned or leased requires such qualification, licensing or domestication, except where the failure to be so qualified, licensed or domesticated will not have a Material Adverse Effect.
This Agreement and the Transaction Agreements have been duly executed and delivered by the parties thereto (other than ENMI).