Subsidiary Shareholders definition
Examples of Subsidiary Shareholders in a sentence
As soon as practicable after the execution of this Reorganization Agreement, but in any event within five (5) days after execution hereof, Parent will deliver to Subsidiary true and correct copies of its Articles of Incorporation and Bylaws, which Articles of Incorporation and Bylaws shall not be amended prior to the Effective Time without the prior written consent of Subsidiary and Subsidiary Shareholders.
No Litigation shall have been commenced or threatened, and no investigation by any Government Entity shall have been commenced, against Buyer, Company, any Subsidiary, Shareholders or any of the Affiliates, officers or directors of any of them, the Business or any of the Properties, with respect to the transactions contemplated hereby.
There are no legal actions, suits, ------------ ------------- arbitrations, or other legal, administrative or other governmental proceedings pending or threatened against Subsidiary, its properties, assets or business, and neither Subsidiary nor Subsidiary Shareholders is aware of any fact which might result in such action, suit, arbitration or other proceeding.
The rights of Subsidiary Shareholders to receive such Contingent Consideration shall not be assignable.
The Parent Common Stock to be issued ------------ --------------------- hereunder, upon issuance and transfer to the Subsidiary Shareholders, will not have been "registered" and therefore will be "restricted securities", as those terms are used under the Securities Act of 1933, as amended (the "1933 Act"), and the rules and regulations thereunder.
The submission of this ------------ ----------------------- Reorganization Agreement for examination does not constitute a reservation of or option to the Exchange described herein, and this Reorganization Agreement shall become effective only upon the execution hereof by all of Parent, Subsidiary and Subsidiary Shareholders.
Seller has provided to Buyer or its Representatives a true complete and accurate copy of the Subsidiary Shareholders Agreement (including all amendments thereto, if any).
This Reorganization Agreement may be amended by ------------ --------- the parties hereto, at any time before or after approval hereof by the Subsidiary Shareholders, but only by an instrument in writing signed on behalf of each of the parties hereto.
Parent represents, warrants and covenants with ------------ ---------- Subsidiary and Subsidiary Shareholders, and Subsidiary and Subsidiary Shareholders jointly and severally represent, warrant and covenant with Parent, that no brokerage fees or commissions or finders' fees have been incurred by any of them or are payable, to the best of their respective knowledge, in connection with the transactions contemplated by this Reorganization Agreement.
No Litigation shall have been commenced or threatened, and no investigation by any Governmental Entity shall have been commenced, against Buyer, Company, any Subsidiary, Shareholders or any of the Affiliates, officers or directors of any of them, the Business or any of the Properties, with respect to the transactions contemplated hereby, including a ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ proceeding.