Selling Shareholders’ obligations Clause Samples
The "Selling Shareholder’s obligations" clause defines the specific duties and responsibilities that a shareholder must fulfill when selling their shares in a company. Typically, this includes requirements such as providing accurate information about the shares, cooperating with the buyer and the company during the transaction process, and ensuring that all necessary approvals and documentation are completed. For example, the selling shareholder may need to deliver share certificates, sign transfer forms, and confirm that there are no undisclosed encumbrances on the shares. The core function of this clause is to ensure a smooth and legally compliant transfer of shares by clearly outlining what is expected from the selling party, thereby reducing the risk of disputes or delays in the transaction.
Selling Shareholders’ obligations. (a) The Company may require that the Selling Shareholder provide the Company with information concerning the Public Offering of such securities and other information relating to the Selling Shareholder, its Affiliates and their respective ownership of Shares (“Selling Shareholder Information”) which the Company may reasonably request in writing from time to time in order to comply with applicable Canadian Securities Legislation in each jurisdiction in which a Demand Registration or Piggyback Registration will be effected. The Selling Shareholder agrees to provide such information to the Company to allow it to comply with the terms of this Agreement and applicable Canadian Securities Legislation and to cooperate with it as needed to such end. The Selling Shareholder shall notify the Company forthwith any time the Selling Shareholder becomes aware of the occurrence of an event (to the extent it relates to the Selling Shareholder, its Affiliates or information provided by or on behalf of the Selling Shareholder in writing) which makes the Prospectus, including the documents incorporated therein by reference, contain a misrepresentation or contain an untrue statement or a material fact or omit to state a material fact required to be stated therein or that is necessary to make the statements made therein not misleading, or if it becomes necessary during the period of the Public Offering to amend or complete a Prospectus (including a Base Shelf Prospectus or a Prospectus supplement), in each case with respect solely to Selling Shareholder Information, to comply with Canadian Securities Legislation. All costs and expenses associated with the preparation and filing of a Prospectus amendment or supplement further to events referred to in this subsection Schedule "A"1.2(a) of this Schedule "A" shall be considered Selling Shareholder’s Offering Costs, not Offering Costs.
(b) In addition, if applicable Canadian Securities Legislation so requires, the Selling Shareholder shall sign any attestation or certificate forming part of a preliminary Prospectus or final Prospectus to be filed with the relevant Canadian Securities Regulators.
(c) The Selling Shareholder shall take all steps and sign all documents and acts required by the Company, acting reasonably, to complete the sale of its Eligible Securities in connection with such Public Offering, including signing the underwriting agreement entered into between the Company and the Selling Shareholder in such regard, provid...
Selling Shareholders’ obligations. Any and all obligations undertaken by the Selling Shareholders pursuant to this Agreement shall be limited to the amount of the Escrow Account, and the Selling Shareholders will not be required to pay or disburse any cash in connection with any Loss.
Selling Shareholders’ obligations. The Selling Shareholder shall comply with the following provisions:
16.9.1. For a period of one (1) year following the sale of all of its Beneficial Interests in the JV Entities in accordance with the provisions of Sections 16.1 - 16.6 (the “Sale”), each of the Selling Shareholder and the JV shall continue to supply the other with the type of goods and services that it supplied in the six month period prior to the Sale under a supply agreement to be entered into at arms length prices. The Selling Shareholder and the JV shall also continue to provide any support for the products it provided prior to the Sale, and shall, for the same period of time, continue to provide the same type and level of support, if any, that it previously provided to the other for the products produced by it. Notwithstanding the foregoing, the JV shall have the right to terminate any sales, agency or customer support agreement with any subsidiary of the Selling Shareholder without charge and the Selling Shareholder shall cause its subsidiary to give its consent to any such termination. The Selling Shareholder shall indemnify the other Founding Shareholder and the JV from and against any claims made by any of its subsidiaries in this respect.
Selling Shareholders’ obligations. On Completion the Selling Shareholders shall, subject to the due performance by the Investor of its obligations under clause 6.3:
(A) deliver to the Investor:
(1) copy of the resolutions of the Company duly passed by the Company in general meeting or by written resolution approving the terms of the transactions contemplated and contained with this Agreement, the creation of the Preferred Shares and the adoption of the Completion Articles as the articles of association of the Company referred to in clause 4.1(A);
(2) copy of the register of members of XDLong Investment as evidence for the completion of the reorganisation of the Group referred to in clause 4.1(B);
(3) copies of documents showing all necessary and required registrations with the State Administration for Foreign Exchange in the PRC as required under the applicable laws and regulations of the PRC in respect of the relevant member(s) of the Group or the relevant shareholder(s) of the Company referred to in clause 4.1(C);
(4) original legal opinions addressed to the Investor issued by counsels to the Company in respect of the laws of the PRC, British Virgin Islands and Cayman Islands referred to in clause 4.1(H);
(5) instruments of transfer of the Sale Shares duly executed by the registered holders thereof in favour of the Investor together with the relative original share certificates; and
(6) such waivers or consents as the Investor may require to enable the Investor to be registered as holder of the Sale Shares;
(B) procure the delivery of executive employment contracts with non-compete undertakings being entered into with the Company referred to in clause 4.1(I), each executed by the employee named therein;
(C) procure the delivery of the Shareholders’ Agreement referred to in clause 4.1(K) duly executed by all the parties thereto;
(D) procure board meetings of the Company to be duly held at which there shall be:
(1) passed a resolution to approve the transfers of the Sale Shares and to register, in the register of members, the Investor as the holder of the Shares concerned; and
(2) appointed as a Director such person as the Investor may nominate, such appointment to take effect immediately on Completion, if required by the Investor;
(E) procure the delivery of a copy of updated register of members of the Company showing the Investor’s name recorded as a shareholder of the Company as the sole legal and beneficial owner of the Sale Shares and the Subscription Shares certified by a director or ...
Selling Shareholders’ obligations. The Corporation may require each Selling Shareholder as to which any qualification and/or registration is being effected hereunder to furnish to the Corporation such information regarding the Offering of such Registrable Securities and such other information relating to such Principal Shareholder and its ownership of Participating Shares as the Corporation may from time to time reasonably request in writing. Each such Selling Shareholder agrees to furnish such information to the Corporation and to cooperate with the Corporation as necessary to enable the Corporation to comply with the provisions of this Agreement. Such Selling Shareholders shall notify the Corporation immediately upon the occurrence of any event (to the extent it relates to the Selling Shareholder, its Affiliates or information provided by or on behalf of the Selling Shareholder in writing) as a result of which any of the aforesaid preliminary Prospectuses, Prospectuses and U.S. Registration Statements includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances under which they are made. The Selling Shareholders shall also, if any applicable Securities Laws so require, sign any certificate forming part of a preliminary Prospectus, final Prospectus or U.S. Registration Statement to be filed with the relevant Securities Regulators.
Selling Shareholders’ obligations. Each Selling Shareholder acknowledges and agrees that:
(a) it will use the Buyer Confidential Information exclusively for the purpose of due diligence and in relation to the Transaction, including any submission to a Regulatory Authority necessary for satisfaction of a Condition (Disclosure Purpose) and for no other purpose, and without limitation, will not make any use of the Buyer Confidential Information or any part of it to the competitive disadvantage of the Buyer Group;
(b) it will keep the contents of this document, the Transaction and the Buyer Confidential Information in confidence and will not disclose any such information except:
(i) to such Representatives of a Selling Shareholder as require such information for the Disclosure Purpose, but only if any such person owes a duty of confidentiality to the Selling Shareholder and is aware of the obligations of the Selling Shareholder under this clause 11.1;
(ii) as permitted under clause 12;
(iii) as required by law; or
(iv) with the prior consent of the Buyers;
(c) it will immediately notify Buyer of any suspected or actual unauthorised use, copying or disclosure of the Buyer Confidential Information; and
(d) it will, upon request by Buyer, return to Buyer all Buyer Confidential Information provided to a Selling Shareholder and its Representatives, together with any notes, records or copies of the Buyer Confidential Information generated by any such person.
Selling Shareholders’ obligations. The obligations of the Selling Shareholder to consummate the Merger hereunder are subject to its satisfaction with respect to each of the following conditions:
(a) The representations and warranties of Travel Systems set forth herein shall be true and correct in all material respects on the date hereof and at the Effective Time, and Travel Systems shall have complied in all material respects with all covenants and