The Shareholders Sample Clauses

The Shareholders. Except as set forth on Schedule 2.2, the representations and warranties of the Shareholders, contained in this Agreement, including those contained in this Section 2.2, are correct and complete as of the date of this Agreement and will be correct and complete as of the Closing Date. The Shareholders represent and warrant to DAH the following:

The Shareholders. (a) The parties hereby agree that for all purposes under this Agreement, only the Parent of each record owner of any Company Shares shall be deemed the owner of such Company Shares (a “Class A Shareholder”, “Class B Shareholder” or “Class D Shareholder”, as applicable) and shall have the right to exercise and the obligation to comply with the terms and conditions of this Agreement, and each Parent shall cause each of its Affiliated owner of record of Company Shares (whether currently held or acquired after the date hereof) to comply with, the terms and conditions of this Agreement, either directly or by causing such Affiliated record owner to vote or otherwise take action on its behalf. Further, no later than on the fifth Business Day following the entering into of a Bona Fide Financing, each Shareholder agrees to submit to the other Shareholders a certificate setting forth the name of the Bona Fide Third Party involved, the term of such Bona Fide Financing, the class and number of Company Shares involved, and a confirmation to the other Shareholders that the documentation for the financing contains the agreements in clauses (x) and (y) of the definition of Bona Fide Financing. (b) In the event that VLG is a record owner of any Company Shares following the Merger Effective Date, CVH and Fintech Advisory agree to consummate the VLG Split Off as soon as practicable. After giving effect to such Split Off, any Affiliate of CVH or Fintech Advisory that becomes the record owner of Company Shares as a result thereof and that is not a Shareholder shall become a party to this Agreement and agree to be bound by all of the terms and conditions hereof. Upon becoming a party to this Agreement, such Person shall, as to the Company Shares so acquired, be considered a CVH Party or Fintech Party, as applicable and shall enjoy the same rights and be subject to the same obligations as each other CVH Party or Fintech Party, as applicable. Until such time as the VLG Split Off is consummated, CVH and Fintech Advisory hereby agree that they shall each be deemed a Shareholder with respect to the Company Shares held by VLG based on their respective ownership interests in VLG, including any indirect interests in the Company that CVH may agree to acquire from Fintech Advisory in the form of additional membership interests in VLG, and that for the purpose of determining the ownership interests of each of CVH and Fintech Advisory in the Company, including their Ownership Percentage an...

The Shareholders. Each of the Selling Shareholders warrants and represents that he or she has all the necessary right, power, legal capacity and authority to execute, deliver and perform this Agreement and all other agreements, documents and instruments referred to in this Agreement or contemplated by this Agreement to which such Selling Shareholder is or is to be a party and to perform such Selling Shareholder's obligation under this Agreement, including, without limitation, the transfer of the Shares to the Purchaser. Each of the Selling Shareholders further warrants and represents that his or her place of residence is as stated in Schedule 1 and that such place of residence will not impose on the Purchaser more onerous obligations than those which would normally be incurred by the Purchaser with respect to a Selling Shareholder who is a resident of Canada. Each Selling Shareholder shall reimburse to the Purchaser any and all amounts which the Purchaser could be called upon to pay in addition to the Purchase Price to discharge any tax liability or other fiscal obligation with respect to a Selling Shareholder who is not a resident of Canada. The execution and delivery by each Selling Shareholder that is a corporation, partnership, limited liability company, limited partnership or other legal entity of this Agreement and all agreements, documents and instruments referred to in this Agreement or contemplated by this Agreement to be executed by such Selling Shareholder and the performance by such Selling Shareholder of its obligations contemplated by this Agreement and thereby have been duly and validly authorised by all necessary actions on the part of such Shareholder. This Agreement has been duly executed and delivered by the Selling Shareholders or duly authorised representatives thereof and constitutes, and all other agreements, documents and instruments referred to in this Agreement or contemplated by this Agreement to be executed by any Shareholder, when executed and delivered by such Shareholder or duly authorised representative(s) thereof, will constitute, the legal, valid and binding obligation of the Selling Shareholders, enforceable against the Selling Shareholders in accordance with its terms.

The Shareholders of the Borrower listed in Schedule 1 (The Lenders) as Lenders (the

The Shareholders. (a) The parties hereby agree that for all purposes under this Agreement, only the Parent of each record owner of any Company Shares shall be deemed the owner of such Company Shares (a “Class A Shareholder”, “Class B Shareholder” or “Class D Shareholder”, as applicable) and shall have the right to exercise and the obligation to comply with the terms and conditions of this Agreement, and each Parent shall cause each of its Affiliated owner of record of Company Shares (whether currently held or acquired after the date hereof) to comply with, the terms and conditions of this Agreement, either directly or by causing such Affiliated record owner to vote or otherwise take action on its behalf. Further, no later than on the fifth Business Day following the entering into of a Bona Fide Financing, each Shareholder agrees to submit to the other Shareholders a certificate setting forth the name of the Bona Fide Third Party involved, the term of such Bona Fide Financing, the class and number of Company Shares involved, and a confirmation to the other Shareholders that the documentation for the financing contains the agreements in clauses (x) and (y) of the definition of Bona Fide Financing. (b) In the event that VLG is a record owner of any Company Shares following the Merger Effective Date, CVH and Fintech Advisory agree to consummate the VLG Split Off as soon as practicable. After giving effect to such Split Off, any Affiliate of CVH or Fintech Advisory that becomes the record owner of Company Shares as a result thereof and that is not a Shareholder shall become a party to this Agreement and agree to be bound by all of the terms and conditions hereof. Upon becoming a party to this Agreement, such Person shall, as to the Company Shares so acquired, be considered a CVH Party or Fintech Party, as applicable and shall enjoy the same rights and be subject to the same obligations as each other CVH Party or Fintech Party, as applicable. Until such time as the VLG Split Off is consummated, CVH and Fintech Advisory hereby agree that they shall each be deemed a Shareholder with respect to the Company Shares held by VLG based on their respective ownership interests in VLG, including any indirect interests in the Company that CVH may agree to acquire from Fintech Advisory in the form of additional membership interests in VLG, and that for the purpose of determining the ownership interests of each of CVH and Fintech Advisory in the Company, including their Ownership Percentage an...

The Shareholders. The Shareholders, as detailed in the Company's register as at the Record Date:

The Shareholders. SECTION 6.1 No Management or Control; Limited Liability; Exercise of Rights through an Authorized Participant. 28 SECTION 6.2 Rights and Duties. 28 SECTION 6.3 Limitation of Liability. 29 SECTION 6.4 Derivative Actions. 30

The Shareholders. The shareholders of SSMC shall have the ultimate control over SSMC in conformity with the applicable laws of the Republic of Singapore as in effect at the time and from time to time. As specified in SSMC’s Articles of Association or as specified in any resolution duly passed or adopted at the shareholders’ meetings of SSMC, or as required by any applicable provision of Singapore law, certain matters shall be referred to, and passed upon, only by the shareholders of SSMC, and the actions, or the refusal to take actions, of the Board of Directors and the officers of SSMC shall, in all respects and at all times, be in conformity with said charter document, any such resolutions or applicable law. Each Shareholder shall take whatever actions as are necessary to cause the Directors and officers of SSMC nominated by it to act in accordance with the provisions of this Section 2.08. With due regard to the above, it is recognized that the shareholders’ meeting and the meeting of the Board of Directors are to act independently in accordance with the relevant and applicable provisions of Singapore law.

The Shareholders. For notices and communications to the Shareholders, to the respective addresses set forth on SCHEDULE 1 attached hereto. All notices and other communications will be deemed to have been duly given, unless earlier received, (i) if sent by certified or registered mail, return receipt requested, or by first-class mail, five (5) calendar days after being deposited in the United States mails, postage prepaid, (ii) if sent by United States Express Mail or other express mail service, two calendar days (other than Sundays and federal holidays) after being deposited therein, (iii) if sent by telegram or telecopy, on the date sent provided confirmatory notice is sent by first-class mail, postage prepaid, and (iv) if delivered by hand, on the date of receipt. By notice complying with the foregoing provisions of this Section 11, each party shall have the right to change the mailing address for future notices and communications to such party.