Entity Shareholder definition
Examples of Entity Shareholder in a sentence
A successor to the DLJ Entities' Representative may be chosen by a majority in interest of the DLJ Entities' Shareholders, provided that notice thereof is given by the new DLJ Entities' Representative to the Company and to each other DLJ Entity Shareholder.
The execution and delivery of this Agreement by each Enigma Stockholder which is not a natural person (“Entity Shareholder”) and the consummation of the transactions contemplated hereby by each Entity Shareholder have been duly authorized by all necessary action by the Entity Shareholder and no other proceedings on the part of Enigma or any Enigma Stockholder are necessary to authorize this Agreement or to consummate the transactions contemplated hereby.
Seller, Owners and each Owner Entity Shareholder therefore hereby agrees that, in addition, to any other available remedy at law or in equity, injunctive relief and specific performance may be granted in any proceeding commenced by Buyer to enforce this Agreement without the necessity of proof that any other remedy at law is inadequate.
Subject to the terms and conditions of this Agreement, at and as of the Closing, Parent shall cause the UK Entity Shareholder to sell to Purchaser (with Purchaser relying on the representations and warranties and the other obligations of the UK Entity Shareholder under this Agreement) and the Purchaser shall purchase the entire legal and beneficial ownership of such Shares, free and clear of all Liens.
The execution and delivery of this Agreement by each ARG Stockholder which is not a natural person (“Entity Shareholder”) and the consummation of the transactions contemplated hereby by each Entity Shareholder have been duly authorized by all necessary action by the Entity Shareholder and no other proceedings on the part of ARG or any ARG Stockholder are necessary to authorize this Agreement or to consummate the transactions contemplated hereby.
Immediately following Closing, the UK Entity Shareholder shall instruct Mercers (the actuaries to the UK Pension Scheme) to produce and copy to the Purchaser a certificate in accordance with the Occupational Pension Schemes (Deficiency on Winding up etc) Regulations 1996 in respect of the cessation of participation of CIS Limited in the UK Pension Scheme.
Buyer shall use commercially reasonable efforts to claim (and shall cause the Companies and each Companies’ Subsidiaries to use commercially reasonable efforts to claim) any refunds that will give rise to a payment to, or on behalf of, the Shareholder under Section 12.2.6. If any such refund or credit is subsequently reversed by such Governmental Entity, Shareholder shall repay such amount within ten (10) days of notice from Buyer.
Seller, Owner and the Owner Entity Shareholder shall indemnify Buyer as provided in Section 10.02 with respect to any liabilities resulting from or related to such non-compliance, which shall be deemed Excluded Liabilities for all purposes hereunder.
Seller, Owners and each Owner Entity Shareholder hereby acknowledges that any breach of this Agreement by Seller, any Owner or any Owner Entity Shareholder would cause Buyer irreparable harm and that a remedy at law for such breach would be inadequate.
This Agreement constitutes, and upon execution of the Ancillary Documents to which such Owner Entity Shareholder is a party, such Ancillary Documents will constitute, the valid and legally binding obligation of such Owner Entity Shareholder, enforceable in accordance with their terms and conditions.