Ownership of the Purchaser. The Seller owns, directly or indirectly, 100% of the membership interests of the Purchaser, free and clear of any Lien. Such membership interests are validly issued and there are no options or other rights to acquire membership interests of the Purchaser.
Ownership of the Purchaser. The Seller owns, directly or indirectly, 100% of the membership interests of the Purchaser, free and clear of any Lien (other than the JPM Lien). Such membership interests are validly issued, fully paid and non—assessable, and there are no options, warrants or other rights to acquire membership interests of the Purchaser.
Ownership of the Purchaser. The Parent is, directly or indirectly, the registered and beneficial owner of all of the outstanding securities of the Purchaser.
Ownership of the Purchaser. The Parent is, directly or indirectly, the registered and beneficial owner of all of the outstanding securities of the Purchaser. Competition Act Approval HSR Clearance See attached. August ●, 2022 Dear Sirs/Madams: The undersigned understands that [Purchaser] (the “Purchaser”), [Parent] (the “Parent”) and [Sunrise] (the “Company”) wish to enter into an arrangement agreement dated as of the date hereof (the “Arrangement Agreement”) contemplating an arrangement (the “Arrangement”) of the Company under Section 192 of the Canada Business Corporations Act, the result of which shall be the acquisition by the Purchaser of all the outstanding common shares in the capital of the Company (the “Shares”). All capitalized terms used but not otherwise defined herein shall have the respective meaning ascribed to them in the Arrangement Agreement. The undersigned, or one of its Affiliates or associates, is the beneficial or registered owner of the number of Shares and other rights to acquire Shares (or the value of which is correlated to the value of the Shares) set forth on the signature page to this Agreement (collectively, the “Subject Securities”).
1. The undersigned hereby agrees, in his or her capacity as Securityholder and not in his or her capacity as an officer or director of the Company:
(a) to vote or to cause to be voted all of the Subject Securities Shares entitled to vote, and including any other such securities of the Company directly or indirectly acquired by or issued to the undersigned after the date hereof, (i) in favour of the approval of the Arrangement Resolution and any other matter necessary for the consummation of the transactions contemplated by the Arrangement Agreement; and (ii) against any proposed action or agreement which could reasonably be expected to adversely affect, materially delay or interfere with the completion of the Arrangement;
(b) no later than 10 days prior to the Meeting, to deliver or to cause to be delivered to the Company duly executed proxies or voting instruction forms voting in favour of the approval of the Arrangement Resolution, such proxy or voting instruction forms not to be revoked or withdrawn without the prior written consent of the Purchaser;
(c) not to, directly or indirectly, (i) sell, transfer, gift, assign, grant a participation interest in, option, pledge, hypothecate, grant a security or voting interest in or otherwise convey or encumber (each, a “Transfer”), or enter into any agreement, option or other ar...
Ownership of the Purchaser. GDS owns one hundred percent (100%) of the issued and outstanding membership interests of the Purchaser. GDS has no other subsidiaries, and Purchaser has no subsidiaries.
Ownership of the Purchaser. No Prior Activities. The Purchaser was formed solely for the purpose of engaging in the transactions contemplated by this Agreement. Except for obligations or liabilities incurred in connection with its incorporation or organization and the transactions contemplated by this Agreement, the Purchaser has not and will not prior to the Closing Date have incurred, directly or indirectly, through any Subsidiary or otherwise, any obligations or liabilities or engaged in any business activities of any type or kind whatsoever or entered into any Contracts with any Person.
Ownership of the Purchaser. Such Seller (in the case of Bon-Ton DSI) owns, directly or indirectly, one hundred percent (100%) of the general and limited partnership interests of the Purchaser. For this purpose, the ownership by Bon-Ton DSI of 100% of the capital stock of an entity holding a 100% interest in the general partner of the Purchaser shall be deemed to be indirect ownership of such general partnership interest in the Purchaser. The representations and warranties set forth in this Section shall survive the transfer and assignment of the Receivables to the Purchaser. Upon discovery by the applicable Seller or the Purchaser of a breach of any of the foregoing representations and warranties, the party discovering such breach shall give written notice to the other party, the Owner Trustee and the Indenture Trustee within ten Business Days following such discovery.
Ownership of the Purchaser. Such Seller (in the case of Bon-Ton DSI) and its affiliates will at all times own 100% of the partnership interests of the Purchaser. For this purpose, the ownership by Bon-Ton DSI of 100% of the capital stock of an entity holding a 100% interest in the general partner of the Purchaser shall be deemed to be indirect ownership of such general partnership interest in the Purchaser.
Ownership of the Purchaser. All of the outstanding Equity Interests of the Purchaser have been duly authorized and validly issued and are wholly owned, directly or indirectly, by the Parent. The Purchaser was formed solely for the purpose of engaging in the transactions contemplated by this Agreement, including the Offer and the Merger, and, except for matters incident to formation and execution and delivery of this Agreement and the performance of the transactions contemplated hereby, has not prior to the date hereof engaged in any business or other activities.
Ownership of the Purchaser. The Seller directly owns one hundred percent (100%) of the outstanding capital stock of the Purchaser, has not sold its interest in such capital stock and, except in connection with pledges of such capital stock approved by the Collateral Agent in accordance with Section 5.3(k) hereof, has not granted any options or other rights to any Person to acquire such capital stock from the Seller.
