Obligations of Minority Stockholders Sample Clauses

Obligations of Minority Stockholders. In the event that GKH desires to exercise its rights pursuant to Section 3.3(a), GKH shall deliver to the Company and the Minority Stockholders written notice setting forth the consideration per share to be paid by such Bona Fide Purchaser and the other terms and conditions of such Disposition. Within 15 days following the date of such notice, each Minority Stockholder shall deliver to GKH (i) a stock certificate or certificates evidencing such Minority Stockholder's Common Stock, together with an appropriate assignment separate from certificate duly executed in a proper form to effect the Disposition of such Common Stock from such Minority Stockholder to the Bona Fide Purchaser on the books and records of the Company and (ii) a limited power- of-attorney authorizing GKH to effect the Disposition of such Common Stock pursuant to the terms of such Bona Fide Purchaser's offer as such terms may be modified by GKH, provided, that all of the Minority Stockholders' Common Stock is disposed of for the same consideration per share and otherwise on the same terms and conditions upon which GKH effects the Disposition of its Common Stock. In the event that any Minority Stockholder shall fail to deliver such stock certificate(s), (A) assignment separate from certificate and limited power-of-attorney to GKH, the Company shall cause a notation to be made on its books and records to reflect that the Common Stock of such Minority Stockholder is bound by the provisions of this Section 3.3 and that the Disposition of such Common Stock may be effected without such Minority Stockholder's consent or surrender of its Common Stock and (B) hold back the proceeds of the Disposition of any such Minority Stockholder's Common Stock in an interest bearing account pending compliance by such Minority Stockholder with its obligations under this Section 3.2(b). In addition, in the event GKH exercises its rights under this Section 3.3(a), each Minority Stockholder shall be required to make to a Bona Fide Purchaser such unqualified representations and warranties with respect to its Common Stock as are set forth in Section 3.6(b) hereof and representations and warranties qualified to knowledge with respect to all other matters as are reasonably requested by the Bona Fide Purchaser.
Sample 1
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Related to Obligations of Minority Stockholders

  • Obligations of the Investors In connection with the registration of the Registrable Securities, the Investors shall have the following obligations:

  • Limitations of Liability of the Board and Shareholders of the Investment Company The execution and delivery of this Agreement have been authorized by the Board of the Investment Company and signed by an authorized officer of the Investment Company, acting as such, and neither such authorization by the Board nor such execution and delivery by such officer shall be deemed to have been made by any of them individually or to impose any liability on any of them personally, and the obligations of this Agreement are not binding upon any member of the Board or Shareholders of the Investment Company, but bind only the property of the Fund, or Class, as provided in the Declaration of Trust.

  • Obligations of the Purchasers In connection with the registration of the Registrable Securities, the Purchasers shall have the following obligations:

  • Obligations of the Purchaser In connection with the registration of the Registrable Securities, the Purchaser shall have the following obligations:

  • Obligations of Parent Whenever required under this Article 2 to effect the registration of any Registrable Securities, Parent shall, as expeditiously as reasonably possible:

  • OBLIGATIONS OF THE INVESTOR a. The Company shall notify the Investor in writing of the information the Company reasonably requires from the Investor in connection with any registration statement hereunder. The Investor shall furnish to the Company such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it as shall be reasonably required to effect the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request.

  • OBLIGATIONS OF THE BUYER a. The Buyer has furnished to the Company in Exhibit B hereto such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it as required to effect the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. The Company shall notify the Buyer in writing of any other information the Company reasonably requires from the Buyer in connection with any Registration Statement hereunder. The Buyer will as promptly as practicable notify the Company of any material change in the information set forth in Exhibit B, other than changes in its ownership of the Common Stock.

  • Obligations of the Holders In connection with the registration of the Registrable Securities, the Holders shall have the following obligations:

  • Obligations of the Investment Adviser a. The Investment Adviser shall provide (or cause the Trust's custodian to provide) timely information to the Subadviser regarding such matters as the composition of assets in the Fund, cash requirements and cash available for investment in the Fund, and all other information as may be reasonably necessary for the Subadviser to perform its responsibilities hereunder.

  • Ventures, Subsidiaries and Affiliates; Outstanding Stock and Indebtedness Except as set forth in Disclosure Schedule (3.8), as of the Closing Date, no Credit Party has any Subsidiaries, is engaged in any joint venture or partnership with any other Person, or is an Affiliate of any other Person. All of the issued and outstanding Stock of each Credit Party is owned by each of the Stockholders and in the amounts set forth in Disclosure Schedule (3.8). Except as set forth in Disclosure Schedule (3.8), there are no outstanding rights to purchase, options, warrants or similar rights or agreements pursuant to which any Credit Party may be required to issue, sell, repurchase or redeem any of its Stock or other equity securities or any Stock or other equity securities of its Subsidiaries. All outstanding Indebtedness and Guaranteed Indebtedness of each Credit Party as of the Closing Date (except for the Obligations) is described in Section 6.3 (including Disclosure Schedule (6.3)).

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