Company Shareholder Sample Clauses
Company Shareholder. EXECUTED by ARQIT LIMITED acting by Dxxxx Xxxxxxxx, a director as attorney for LXX XXXXXX under a power of attorney dated 25 April 2021 /s/ Dxxxx Xxxxxxxx Director
Company Shareholder. By: /s/ Xxxxxxx Xxxxxxxxx Name: Xxxxxxx Xxxxxxxxx
Company Shareholder. Understand the meaning of “restricted securities” under SEC Rule 144, knows that they are not freely tradeable and acknowledges that Parent Common Stock being received under the Merger comprises “restricted securities,” without any obligation on the part of Parent to register the resale of such Parent Common Stock;
Company Shareholder. Company Shareholder: (i) has all requisite corporate power and authority to enter into, execute, deliver and perform his obligations under this Agreement, and this Agreement has been duly and validly executed and delivered by him and is the valid and binding legal obligation of Company Shareholder enforceable against him in accordance with its terms, subject to bankruptcy, moratorium, principles of equity and other limitations limiting the rights of creditors generally; (ii) is the lawful owner of 100% of the outstanding Company Common Stock, free and clear of any lien or encumbrance of any type or nature whatsoever; (iii) is an “accredited investor” as defined in United States Securities and Exchange Commission (the “SEC”) Rule 506 promulgated under the Securities Act of 1933, as amended (the “Securities Act”), and understands the meaning of the term “accredited investor”; (iv) has had access to all filings of Parent in the Xxxxx Archives of the SEC; (v) has had the opportunity to ask questions of the directors and executive officers of Parent regarding Parent, and to the extent Company Shareholder utilized this opportunity, all questions asked by him have been answered to his total satisfaction; (vi) is acquiring Parent Common Stock for “investment purposes” and knows and understands the meaning of this term; (vii) understands that Parent Common Stock he will receive as Merger Consideration hereunder comprise “restricted securities” as defined in SEC Rule 144, and that the resale of such shares of Parent Common Stock will be required to be registered with the SEC and sold by him under an “effective” registration statement filed with the SEC and a resale prospectus or in full compliance with SEC Rule 144 as currently in effect or as amended from time to time or another available exemption from registration under the Securities Act, and that as a result thereof, an investment in Parent Common Stock is illiquid, and Company Shareholder may be required to hold these shares of Parent Common Stock for a long period of time, to or including in excess of one (1) year from the Closing and the filing of an 8-K Current Report that includes all audited and reviewed financial statements of Company prior to any sale or disposition of these shares; and (viii) is fully capable of assuming the risk of loss of any investment in Parent resulting from the Closing of the Merger or otherwise.
Company Shareholder. The Company Shareholder acknowledges that WEC has entered into the Merger Agreement in reliance on the agreements set forth herein and, on that basis and in consideration for the proposed Merger, Company Shareholder hereby covenants and agrees that:
(i) subject to the discharge of his fiduciary responsibilities, in his capacity as an officer and/or a member of the board of directors, he will, subject to the provisions of Section 6.12 of the Merger Agreement, as applicable:
(A) vote in favor of the Merger, and the execution and delivery of the Merger Agreement and all related agreements and all actions contemplated thereby; and
(B) use his diligent efforts to cause the shareholders of the Company to adopt and approve the Merger Agreement and the transactions contemplated thereby.
(ii) he will vote all Securities held of record or Beneficially by him as of the date hereof or hereinafter acquired to approve and adopt the Merger and the Merger Agreement.
Company Shareholder. By: /s/ Andrey Chirskiy Name: Andrey Chirskiy Company Shareholder: By: /s/ Xxxxxxxxx Xxxxxx Name: Xxxxxxxxx Xxxxxx
Company Shareholder. By: /s/ Tatiana Kostrikova Name: Tatiana Kostrikova
Company Shareholder. The Company Shareholder represents and warrants to the Buyer and the Parent that the statements contained in this Article III are true and correct as of the date of this Agreement and will be true and correct as of the Closing as though made as of the Closing.
Company Shareholder. EXECUTED by D2BW LIMITED acting by Dxxxx Xxxxxxxx, a director /s/ Dxxxx Xxxxxxxx Director
Company Shareholder. By: /s/ Georgii Kondratev Name: Georgii Kondratev