RA Shareholders definition
Examples of RA Shareholders in a sentence
The fees and expenses of the Accounting Firm shall be borne fifty percent (50%) by the Acquirer and fifty percent (50%) by the R&A Shareholders (such fees and expenses to be borne ratably by the R&A Shareholders in proportion to their respective shares of the consideration received at the Closing hereunder, and promptly reimbursed to the CMR Representative upon its request), and the written report of the Accounting Firm resolving such disputed items shall be final and binding on all parties hereto.
The R&A Shareholders will include any income, gain, loss, deduction or other Tax items resulting from the Elections on their Tax Returns to the extent permitted by applicable Laws and Regulations.
Any Acquirer Shares delivered to the R&A Shareholders pursuant to Section 1.8 hereof will be, when so delivered, duly and validly authorized, duly and validly issued, fully paid and non- assessable and not subject to any pre-emptive or other similar rights.
The R&A Shareholders and the Acquirer shall report all transactions pursuant to this Agreement in a manner that is consistent with the Elections and shall take no position contrary thereto unless required to do so pursuant to a final "determination" within the meaning of Section 1313 of the Code or an analogous provision of state, local or foreign law.
The Acquirer hereby makes to R&A and the R&A Shareholders the covenants and agreements set forth in this Section 5.
The Acquirer shall prepare any and all forms necessary to effectuate the Elections (including, without limitation, IRS Form 8023 and similar forms under state and local Tax law) (the "Election Forms") and, to the extent possible, the R&A Shareholders and the Acquirer shall execute, as of the Closing Date, the Election Forms.
The Acquirer and the R&A Shareholders shall cooperate with each other in the conduct of any audit or other proceeding related to Taxes involving R&A or RFS.
The R&A Shareholders shall, from time to time after the Closing, at the request of the Acquirer, execute and deliver such further customary instruments of transfer and assignment as the Acquirer may reasonably request to fully implement the Stock Purchase and the Asset Purchase.
Subject to the foregoing, R&A hereby makes to the Acquirer the representations and warranties contained in this Section 2 (provided, however, that, from and after the Closing, none of the R&A Shareholders shall have any right of indemnity or contribution from R&A with respect to breaches of representations and warranties contained in this Section 2).
The Acquirer shall, if the CMR Representative reasonably so requests, cause R&A or RFS (or any other relevant entity) to file for any refund or credit to which the R&A Shareholders believe they are entitled.