Primary Shareholders definition
Examples of Primary Shareholders in a sentence
The Company and the Primary Shareholders shall have performed and complied in all material respects with all of the obligations under this Agreement which are required to be performed or complied with by them on or prior to the Closing Date, and at the Closing (i) the Company shall have delivered to the Parent and Acquisition Corp.
The Primary Shareholders shall permit Parent to review and comment on each such Tax Return described in the preceding sentence prior to filing, and shall make such changes to such Tax Returns as are reasonably requested by Parent.
All approvals, consents, licenses, permits, orders, waivers and authorizations required to be obtained by the Company or the Primary Shareholders in connection with the Merger and the transactions contemplated by this Agreement as set forth on Schedule 9.4 attached hereto shall have been obtained and shall be in full force and effect.
The Primary Shareholders shall prepare or cause to be prepared and file or cause to be filed all S corporation income Tax Returns for the Company for all periods ending on or prior to the Closing Date which are filed after the Closing Date.
No authorizations, approvals or consents, and no filings or registrations with, any Mexican governmental authority or third party, are necessary for the execution, performance, validity or enforceability of this Agreement with regards the Primary Shareholders, except for those that may be required at a later stage.
Each of the Primary Shareholders agrees that he (i) shall not dispose of or in any way encumber his Common Stock prior to the consummation of the transactions contemplated hereby, (ii) shall use his best efforts to cause, and take no action inconsistent with, the approval and consummation of said transactions, and (iii) at the Closing shall surrender the certificates representing all shares of Common Stock owned by him, duly endorsed for transfer.
References in this Agreement to the "knowledge of" the Primary Shareholders, or words of similar import, shall include the knowledge of any and all of the Primary Shareholders and the officers of the Company which knowledge shall be imputed to be the knowledge of the Primary Shareholders.
The representations and warranties of the Company and the Primary Shareholders contained in this Agreement and all information contained in any annex, schedule or attachment hereto were true and correct when made.
The cost of the Independent Appraisal Process will be borne equally (50% and 50%) by both the Strategic Investor on one hand, and the Primary Shareholders on the other.
Any other agreement entered into by any Ekco Entity and any LTB Entity, on or after the date hereof (or entered into by any LTB Entity and the Primary Shareholders) shall be considered as Transaction Documents as well.