Passive Shareholders definition
Examples of Passive Shareholders in a sentence
To the extent permitted by applicable law and if not prohibited by the Investment Guidelines, the Manager may purchase, hold, exchange or sell securities of BlackRock, Inc., its affiliates and/or Minority Passive Shareholders.
Each of Seller's and the Shareholders' representations and warranties in this Agreement (for the Passive Shareholders, only with respect to SECTION 3.1.33), must have been accurate in all respects as of the date of this Agreement, and must be accurate in all respects as of the Closing Date as if made on the Closing Date.
Between the date of this Agreement and the Closing Date, Seller will promptly notify Buyer in writing if Seller or any Shareholder becomes aware of any occurrence or any fact or condition which will result in any of Seller's, or the Shareholders' representations and warranties hereunder (for the Passive Shareholders, only with respect to SECTION 3.1.33), not being true and correct if restated as of the Closing Date.
Within six (6) months after the closing of the Transaction, any one of the other Shareholders ("the Passive Shareholder(s)") may obtain a determination of the Fair Market Value of the Shares and the Limited Partnership Interest as at the end of the month during which the Transaction occurs in accordance with the valuation procedure set out in Section 9.1 hereof which shall be conclusive and binding upon all parties hereto.
None of the representations and warranties of Seller and the Shareholders in this Agreement (for the Passive Shareholders, only with respect to SECTION 3.1.33), or the Seller's Agreements contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements contained herein or therein not misleading.