ZBI definition
Examples of ZBI in a sentence
None of ZGNA, ZBI, the Contributed Subsidiaries or anyone acting on their behalf shall offer the Subsidiary Shares for issue or sale to, or solicit any offer to acquire any of the same from, anyone so as to bring the issuance and sale of the Subsidiary Shares, or any part thereof, within the provisions of Section 5 of the Securities Act.
None of the information relating to ZGNA, ZBI and the Contributed Subsidiaries supplied by ZGNA for inclusion in the Proxy Statement will be false or misleading with respect to any material fact or will omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.
None of ZGNA, ZBI, the Contributed Subsidiaries or anyone acting on their behalf has sold or has offered any of the Subsidiary Shares for sale to, or solicited offers to buy from, or otherwise approached or negotiated with respect thereto with, any prospective purchaser of the Subsidiary Shares, other than the Company.
ZGNA and ZBI shall have performed and complied in all material respects with, and shall have caused the Contributed Subsidiaries to perform and comply in all material respects with, all agreements, covenants and conditions contained in this Agreement which are required to be performed or complied with by it prior to or on the Closing Date.
No course of dealing between the Company and ZBI nor any delay in exercising any rights hereunder shall operate as a waiver of any rights of either party hereto.
This Agreement shall inure to the benefit of and be binding upon the successors and assigns of each of the parties; provided, however, that ZGNA may only assign its rights hereunder to a transferee of a majority of the Common Stock acquired by ZGNA and ZBI pursuant to the Mergers and securities issued in respect thereof.
On the Closing Date, the Company shall issue, sell and deliver to (i) ZGNA, as the stockholder of ZetaPharm and ▇▇▇▇▇▇, a certificate representing the number of shares of Common Stock equal to 45% multiplied by the Shares, duly registered in ZGNA's name and (ii) ZBI, as the stockholder of Zuellig Botanical Extracts, a certificate representing the number of shares of Common Stock equal to 55% multiplied by the Shares, duly registered in ZBI's name.
Based in part upon the representations of ZGNA and ZBI set forth in Section 5, the offer, issuance and sale of the Shares are and will be exempt from the registration and prospectus delivery requirements of the Securities Act, and have been registered or qualified (or are exempt from registration and qualification) under the registration, permit or qualification requirements of all applicable state securities laws.
ZGNA and ZBI have been furnished access to such information and documents as they have requested and have been afforded an opportunity to ask questions of and receive answers from representatives of the Company concerning the terms and conditions of this Agreement and the purchase of the Shares contemplated hereby.
In the event there are no Independent Directors remaining to appoint Substitute Directors pursuant to Section 2(b)(i) or (ii), then ZGNA, ZBI and the Company shall take all action within their respective power, including in the case of ZGNA and ZBI, the voting of all shares of capital stock of the Company owned by them, to appoint three or six, as the case may be, additional Independent Directors to the Board.