Bringing the Shares into B2B Media Corp Sample Clauses

Bringing the Shares into B2B Media Corp. The New Shareholders plan to bring their shares in the Company together with other participating interests in the media and Internet business into a holding company that is to be floated on the stock exchange (hereinafter referred to as: "B2B"). It is consistent with the will of all parties that all shares of the Company should be brought into B2B. Provided B2B consents to this bringing in, the New Shareholders undertake an obligation towards the Old Shareholders that the latter may bring their shares in the Company into B2B at the same time and at the same rating key per share as the former (share swap). The New Shareholders assure the Old Shareholders that their shares will be treated equally in terms of value as those of the New Shareholders on being introduced into B2B. Consequently, the New Shareholders waive any premium for the bringing of the majority of the shares. The valuation of the Company and of B2B approved by the New Shareholders shall be the standard for this introduction. In order to safeguard this conversion obligation, the share certificates of the Old Shareholders will be deposited in the law offices of Xxxxxxxxxxx + Partner.
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Related to Bringing the Shares into B2B Media Corp

  • REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE STOCKHOLDERS 8 Section 4.01 By the Company and Each Stockholder..................... 8

  • REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE SHAREHOLDERS The Company and the Shareholders hereby represent and warrant as follows:

  • Representations and Warranties of the Company and the Selling Stockholder (a) The Company represents and warrants to, and agrees with, the several Underwriters that:

  • Representations and Warranties of the Company and the Selling Shareholders (a) The Company represents and warrants to, and agrees with, the several Underwriters that:

  • Representations and Warranties of the Stockholder The Stockholder hereby represents and warrants to Parent as follows:

  • Shares Not Purchased By Company If the Company does not elect to acquire all of the Offered Shares, the Participant may, within the 30-day period following the expiration of the option granted to the Company under subsection (b) above, transfer the Offered Shares which the Company has not elected to acquire to the proposed transferee, provided that such transfer shall not be on terms and conditions more favorable to the transferee than those contained in the Transfer Notice. Notwithstanding any of the above, all Offered Shares transferred pursuant to this Section 4 shall remain subject to the right of first refusal set forth in this Section 4 and such transferee shall, as a condition to such transfer, deliver to the Company a written instrument confirming that such transferee shall be bound by all of the terms and conditions of this Section 4.

  • Representations and Warranties of the Shareholder The Shareholder hereby represents and warrants to the Company as follows:

  • Purchase Entirely for Own Account The Securities to be received by such Investor hereunder will be acquired for such Investor’s own account, not as nominee or agent, and not with a view to the resale or distribution of any part thereof in violation of the 1933 Act, and such Investor has no present intention of selling, granting any participation in, or otherwise distributing the same in violation of the 1933 Act without prejudice, however, to such Investor’s right at all times to sell or otherwise dispose of all or any part of such Securities in compliance with applicable federal and state securities laws. Nothing contained herein shall be deemed a representation or warranty by such Investor to hold the Securities for any period of time. Such Investor is not a broker-dealer registered with the SEC under the 1934 Act or an entity engaged in a business that would require it to be so registered.

  • Representations and Warranties of the Selling Shareholder The Selling Shareholder represents and warrants to and agrees with each of the Underwriters that:

  • Representations and Warranties of the Company and the Selling Stockholders (a) The Company represents and warrants to, and agrees with, the several Underwriters that:

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