Certain Shareholder Matters. (a) Subject to Section 3.3 and Section 3.4(c) hereof, on or prior to the Distribution Date, Manitowoc ParentCo will deliver to a distribution agent to be appointed by Manitowoc ParentCo (the “Distribution Agent”) for the benefit of holders of record of Manitowoc ParentCo Common Stock on the Record Date, a single stock certificate, endorsed by Manitowoc ParentCo in blank, representing all of the outstanding shares of SpinCo Common Stock then owned by Manitowoc ParentCo, and Manitowoc ParentCo will instruct the Distribution Agent to deliver to the SpinCo Transfer Agent true, correct and complete copies of the stock and transfer records reflecting the holders of Manitowoc ParentCo Common Stock entitled to receive shares of SpinCo Common Stock in connection with the Distribution. Manitowoc ParentCo will cause its transfer agent to instruct the Distribution Agent to distribute electronically on the Distribution Date or as soon as reasonably practicable thereafter the appropriate number of shares of SpinCo Common Stock to each such holder or designated transferee(s) of such holder by way of direct registration in book-entry form. SpinCo will not issue paper stock certificates. Manitowoc ParentCo will cooperate, and will instruct the Distribution Agent to cooperate, with SpinCo and the SpinCo Transfer Agent, and SpinCo will cooperate, and will instruct the SpinCo Transfer Agent to cooperate, with Manitowoc ParentCo and the Distribution Agent, in connection with all aspects of the Distribution and all other matters relating to the issuance of the shares of SpinCo Common Stock to be distributed to the holders of Manitowoc ParentCo Common Stock in connection with the Distribution.
(b) Subject to Section 3.3, each holder of Manitowoc ParentCo Common Stock on the Record Date (or such holder’s designated transferee(s)) will be entitled to receive in the Distribution a number of whole shares of SpinCo Common Stock as determined according to the Distribution Ratio. No fractional shares will be distributed in connection with the Distribution.
(c) No fractional shares will be distributed or credited to book-entry accounts in connection with the Distribution. The SpinCo Transfer Agent will, as soon as practicable after the Distribution Date, (i) determine the number of whole shares and fractional shares of SpinCo Common Stock allocable to each holder of record or beneficial owner of Manitowoc ParentCo Common Stock as of the close of business on the Record Date, (ii) aggrega...
Certain Shareholder Matters a. In this Agreement, references to the Shareholder which is a trust or similar entity shall be deemed to be to the relevant trust and/or the trustees thereof acting in their capacities as such trustees, in each case as the context may require to be most protective of SouthState, including for purposes of such Shareholder’s representations and warranties.
b. If applicable, with respect to any shares of Common Stock over which the Shareholder has shared voting power, which are separately identified on Schedule A, the Shareholder shall exercise his individual voting power over such shares, to the extent within such Shareholder’s control, in a manner consistent with the Shareholder’s voting obligations under this Agreement with respect to the Shares, it being understood that the Shareholder shall not have the power to cause other persons to exercise their voting power accordingly.
Certain Shareholder Matters. (a) On or prior to the Distribution Date, Viamet shall deliver to SpinCo true, correct and complete copies of the stock and transfer records reflecting the Viamet Members entitled to receive SpinCo Shares in connection with the Distribution. On the Distribution Date or as soon as reasonably practicable thereafter, Viamet shall provide notice to each such holder or designated transferee(s) of such holder of the number of SpinCo Shares distributed to such holder in the Distribution. Viamet and SpinCo shall cooperate with each other in connection with all aspects of the Distribution and all other matters relating to the issuance of the SpinCo Shares to be distributed to the Viamet Members in connection with the Distribution.
(b) Effective immediately upon the Distribution, each Person that acquires a SpinCo Share in the Distribution shall be admitted as a member under the SpinCo A&R LLC Agreement and shall be treated as a “Member” for all purposes thereunder.
(c) From and after the Distribution, SpinCo shall regard each Person that acquires a SpinCo Share in the Distribution as the record holder of such SpinCo Shares without requiring any action on the part of such Person, until such time as such Person shall have duly transferred the SpinCo Shares received in the Distribution in accordance with applicable Law or any other applicable restrictions, including restrictions under the SpinCo A&R LLC Agreement. SpinCo agrees that, until any transfer of such SpinCo Shares is validly effected, each such holder shall be entitled to all rights and be subject to all obligations as a “Member” under the SpinCo A&R LLC Agreement, including the right to receive all distributions payable on, and exercise voting rights (if any) and all other rights and privileges with respect to, the SpinCo Shares then held by such holder in accordance with the SpinCo A&R LLC Agreement.
(d) Viamet shall be entitled to and shall deduct and withhold Taxes from the distribution of SpinCo Shares to Viamet Members pursuant to this Agreement as required by Law. Any amount that is so deducted and withheld shall be paid over to the applicable Governmental Authority, and any such amount so deducted, withheld and paid shall be deemed for purposes of this Agreement to have been distributed to the Person in respect of which such amount was so deducted and withheld.
(e) On or as soon as practicable after the Distribution Date, Viamet will mail to each Viamet Member a certificate representing the SpinCo Sh...
Certain Shareholder Matters a) As of the Ex-Dividend Date hereof, the Parent will instruct the Parent’s transfer agent to deliver to the Subsidiary’s transfer agent the shares of the Subsidiary. Such transfer agent shall then distribute on the Ex-Dividend, or as soon as reasonably practicable thereafter, the appropriate number of common shares of the Subsidiary to each shareholder of the Parent as of the Ex-Dividend Date. For shareholders who hold shares of the Parent through a broker or other nominee, their Subsidiary’s common shares will be credited to their respective accounts by such broker or nominee.
b) Each shareholder of the Parent on the Dividend Date will be entitled to receive in the Distribution that number of common shares of the Subsidiary equal to one (1) share of the Subsidiary’s common stock for each twenty (20) shares of the Parent common stock held by them, provided that any fractional shares shall be rounded up to the next whole share. No cash payment will be made for any fractional shares.
c) Each shareholder of the Parent that purchases shares of the Parent’s common stock between the Record Date and the Dividend Date shall provide the previous shareholder with a due bxxx to receive their entitled shares of common stock.
d) This spin-off distribution of the Subsidiary’s common stock to the shareholders of the Parent shall not require any action, vote, or other matter to be taken by any shareholder of the Parent in order to become effective as set forth in this Agreement.
Certain Shareholder Matters. Each Shareholder has full and absolute right, power, authority and legal capacity to execute, deliver and perform this Agreement and all Other Shareholder Agreements to which such Shareholder is a party, and this Agreement constitutes, and such Other Shareholder Agreements will when executed and delivered constitute, the legal, valid and binding obligations of, and be enforceable in accordance with their respective terms against, such Shareholder. The execution, delivery and performance of this Agreement and the Other Shareholder Agreements to which the Shareholder is a party, and the consummation of the transactions contemplated hereby and thereby, will not (i) violate any Legal Requirement or Order to which the Shareholder is subject, or (ii) violate, with or without the giving of notice or the lapse of time or both, or conflict with or result in the breach or termination of any provision of, or constitute a default under, or give any Person the right to accelerate any obligation under, or result in the creation of any Encumbrance upon any properties or assets of the Shareholder pursuant to, any indenture, mortgage, deed of trust, lien, lease, agreement, instrument or other arrangement to which the Shareholder is a party or by which the Shareholder or any of the Shareholder's assets is bound or subject. No Shareholder need give any notice to, make any filing with or obtain any authorization, consent or approval of any Governmental Authority or other Person in order to consummate the transactions contemplated hereby.
Certain Shareholder Matters. (a) The Shareholder represents and warrants as follows: (i) all Purchaser Stock to be acquired by the Shareholder pursuant to this Agreement will be acquired for his account and not with a view towards distribution thereof; (ii) he understands that it must bear the economic risk of the investment in Purchaser Stock, which cannot be sold by it unless it is registered under the Securities Act of 1933, as amended (the “Securities Act”), or an exemption therefrom is available thereunder; (iii) it has had both the opportunity to ask questions and receive answers from the officers and directors of Purchaser and all persons acting on Purchaser’s behalf concerning the business and operations of Purchaser and to obtain any additional information to the extent Purchaser possesses or may possess such information or can acquire it without unreasonable effort or expense necessary to verify the accuracy of such information; and (iv) it has had access to the Purchaser SEC Reports (as defined in Section 3.7(a)) filed prior to the date of this Agreement. The Shareholder acknowledges that (v) it is either (A) an “accredited investor” as such term is defined in Rule 501(a) promulgated under the Securities Act or (B) a person possessing sufficient knowledge and experience in financial and business matters to enable it to evaluate the merits and risks of an investment in Purchaser; and (vi) it understands that the certificates representing Purchaser Stock and Consideration Warrants to be received by it may bear legends to the effect that such Purchaser Stock and Consideration Warrants may not be transferred except upon compliance with (C) the registration requirements of the Securities Act (or an exemption therefrom) and (D) the provisions of this Agreement.
(b) The Shareholder represents and warrants that the execution and delivery of this Agreement by the Shareholder does not, and the performance of its obligations hereunder will not, require any consent, approval, authorization or permit of, or filing with or notification to, any court, administrative agency, commission, governmental or regulatory authority, domestic or foreign (a “Governmental Entity”), except (i) for applicable requirements, if any, of the Securities Act, the Securities Exchange Act of 1934, as amended (“Exchange Act”), state securities laws (“Blue Sky Laws”), and the rules and regulations thereunder, and (ii) where the failure to obtain such consents, approvals, authorizations or permits, or to make such...
Certain Shareholder Matters. Prior to the Closing, Shareholder shall pay, or cause to be paid, to Company any amounts owed by her, or any officers, directors or employees of Company, to Company.
Certain Shareholder Matters. In the event there is a meeting of the shareholders of the Company convened to consider any management proposal relating to the election, tenure of office or removal of any director or directors, Allianz and any Restricted Holder shall attend (in person or by proxy) such meeting for purpose of determining whether a quorum is present at such meeting and shall vote (in person or by proxy) the shares of Common Stock registered in its respective name on such matter or matters proportionately as the shares of Common Stock which are not subject to this Section 11.2(b) are voted thereon at such meeting, provided, however, that management of the Company shall make no proposal inconsistent with this Agreement, including, but not limited to the provisions of Section 7.3
Certain Shareholder Matters a. As of the Effective Date hereof, Dotronix will deliver to a distribution agent appointed by Dotronix for the benefit of shareholders of Dotronix common stock on the Record Date, one or more stock certificates, endorsed by Dotronix in blank, representing all of the outstanding common stock of PuraMed then owned by Dotronix. Dotronix will further instruct the distribution agent to hold such PuraMed common stock for further delivery to a transfer agent for PuraMed after the PuraMed registration becomes effective with the SEC. Such transfer agent shall then be caused to distribute on the Distribution Date, or as soon as reasonably practicable thereafter, the appropriate number of common shares of PuraMed to each shareholder of Dotronix as of the Record Date. For shareholders who hold Dotronix on the record Date through a broker or other nominee, their PuraMed common shares will be credited to their respective accounts by such broker or nominee.
b. Each shareholder of Dotronix on the Record Date will be entitled to receive in the Distribution that number of common shares of PuraMed equal to one share of PuraMed common stock for each five shares of Dotronix common stock held by them, provided that any fractional shares shall be rounded off to the nearest whole share. No cash payment will be made for any fractional shares.
c. This spin-off distribution of PuraMed common stock to the shareholders of Dotronix shall not require any action, vote or other matter to be taken by any shareholder of Dotronix in order to become effective as set forth in this Agreement.
Certain Shareholder Matters
