Examples of G3P Shareholders in a sentence
Kxxx, Xxxxxx and the G3P Shareholders shall cause their votes as direct or indirect Company shareholders, and/or shall cause their Company designees to the Board, to vote or designate, as applicable, the following persons or constituents to the boards of directors of the G3P Entities: Kxxx, Xxxxxx and four (4) of the G3P Shareholders.
Kxxx, Xxxxxx and the G3P Shareholders agree that they shall vote their shares of the Company’s Common Stock or/and their votes as members of the boards of directors of the Company and the G3P Entities to cause the Company to enter into a Management and Operations Agreement, consistent with the provisions of the Section 3.08 of the Share Exchange Agreement and the form thereof attached as Exhibit “F” thereto.
The G3P Shareholders are not aware of any facts that may constitute a breach of any of the Company’s representations and warranties made herein.
Information regarding the authorized numbers of capital shares of the G3P Entities as well as the numbers of each thereof issued, outstanding and held of record by the G3P Shareholders (collectively, the “G3P Entity Shares”) is also set forth in detail upon Exhibit “A”.
The G3P Shareholders shall receive a shareholder’s report reflective of all the Company shareholder’s which does not exceed 30,531,180 common shares outstanding, and ONE (1) of Series A Preferred Stock outstanding as of the day prior to the Closing Date and no shares of preferred stock outstanding.
The Closing shall take place at a mutually agreeable time and place and is anticipated to close by no later than October 10, 2014, but in no event before this Agreement has been signed by G3P Shareholders holding 100% of the shares of each of the G3P Entities’ common stock outstanding (the “Closing Date”).
At the Closing Date, the G3P Shareholders shall surrender all of their certificates representing their G3P shares to the Company, its registrar or transfer agent, and thereby be entitled to receive a certificate or certificates evidencing their ownership of the Exchange Shares.
Notwithstanding the foregoing, the Company has not disclosed to the G3P Shareholders any material nonpublic information and will not disclose such information unless such information is disclosed to the public prior to or promptly following such disclosure to the G3P Shareholders.
As of Closing, the G3P Shareholders, Kxxx, Xxxxxx shall cause G3P Holdings to hire the G3P Shareholders, and Rxxxxx Xxxxxx, as employees pursuant to employment contracts substantially in the forms attached hereto as Composite Exhibit “H” (the “Employment Agreements”).
The G3P Shareholders and their respective advisors, if any, have been furnished with all materials relating to the business, finances and operations of the Company and materials relating to the offer and sale of the Exchange Consideration which have been requested by the G3P Shareholders or their advisors.