SWSI definition
Examples of SWSI in a sentence
The authorized capital stock of SWSI consists of 1,000 shares of SWSI Common Stock, of which 1,000 shares are issued and outstanding.
If SWSI agrees to such issuance and SWSI concludes that such issuance is permitted without registration under the Securities Act of 1933 (including by receiving accredited investor questionnaires from C&A and/or Geneses), shares will be valued at the average SWSI closing price for the ten trading days prior to the date of exercise of the Call Option.
SWSI is not subject to any continuing court or administrative order, writ, injunction or decree applicable to it.
The duly elected officers and directors of SWSI who hold office immediately prior to the Effective Time shall be the officers and directors of SWSI and shall thereafter continue to hold such positions until their successors have been duly elected.
SWSI represents and warrants to the other parties to this Contribution Agreement that the statements contained in this Article VI are correct and complete as of the date hereof.
SWSI has all requisite corporate power and authority to execute and deliver this Contribution Agreement and each instrument required hereby to be executed and delivered by it at the Closing, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby.
By its execution of this Agreement, SWSI hereby guarantees the obligation of Select to consummate the Put Option upon and subject to the terms set forth in this Section 8.9. Such guarantee shall remain in full force and effect notwithstanding any Permitted Transfer of Select’s Units hereunder.
SWSI will use commercially reasonable efforts to obtain prior to the Effective Time all necessary Blue Sky permits and approvals required to permit the issuance of SWSI Common Stock in accordance with the provisions of this Contribution Agreement.
If SWSI agrees to such issuance, and SWSI concludes that such issuance is permitted without registration under the Securities Act of 1933 (including by receiving accredited investor questionnaires from C&A and/or Geneses), shares will be valued at the average SWSI closing price for the ten trading days prior to the date of exercise of the Put Option.
There are no suits, actions, proceedings or investigations pending or threatened against SWSI (i) seeking to prevent or delay the Closing or (ii) that, individually or in the aggregate, could reasonably be expected to have a material adverse effect on SWSI's ability to perform its obligations with respect to the transactions contemplated by this Agreement.