Selling Shareholder’s obligations Sample Clauses

Selling Shareholder’s 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...
Sample 1
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Selling Shareholder’s 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
Sample 1
Selling Shareholder’s 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 ...
Sample 1
Selling Shareholder’s 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.
Sample 1
Selling Shareholder’s 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.
Sample 1
Selling Shareholder’s 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.
Sample 1
Selling Shareholder’s 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.
Sample 1
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Related to Selling Shareholder’s obligations

  • Holder’s Obligations Each Holder agrees, by acquisition of the Registrable Securities, that no Holder shall be entitled to sell any of such Registrable Securities pursuant to a Registration Statement or to receive a Prospectus relating thereto, unless such Holder has furnished the Company with a Notice and Questionnaire as required pursuant to Section 2(d) hereof (including the information required to be included in such Notice and Questionnaire) and the information set forth in the next sentence. Each Notice Holder agrees promptly to furnish to the Company all information required to be disclosed in order to make the information previously furnished to the Company by such Notice Holder not misleading and any other information regarding such Notice Holder and the distribution of such Registrable Securities as the Company may from time to time reasonably request. Any sale of any Registrable Securities by any Holder shall constitute a representation and warranty by such Holder that the information relating to such Holder and its plan of distribution is as set forth in the Prospectus delivered by such Holder in connection with such disposition, that such Prospectus does not as of the time of such sale contain any untrue statement of a material fact relating to or provided by such Holder or its plan of distribution and that such Prospectus does not as of the time of such sale omit to state any material fact relating to or provided by such Holder or its plan of distribution necessary to make the statements in such Prospectus, in the light of the circumstances under which they were made, not misleading.

  • Subscriber’s Obligations It is the responsibility of the Subscriber to purchase computer hardware and software and/or make modifications to their existing equipment that are necessary for access to the Database. The Subscriber is responsible for ensuring that unauthorized personnel do not use the Subscriber’s computer. Information accessed from the Database is for the use of the Subscriber.

  • Seller’s Obligations at the Closing At the Closing, Seller will do, or cause to be done, the following:

  • Purchaser’s Obligations at Closing At Closing, Purchaser shall: (a) pay to Seller, in immediately available federal funds transferred by wire pursuant to Section 1.3, the full amount of the Purchase Price, subject to prorations and adjustments as provided herein; (b) deliver to Seller an executed counterpart to the Assignment and Assumption of Membership Interests; (c) in the event that any representation or warranty of Purchaser set forth in Section 3.2 needs to be modified due to changes since the Effective Date, deliver to Seller a certificate (the “Purchaser Closing Certificate”), dated as of the Closing Date and duly executed by Purchaser, identifying any representation or warranty that is not, or no longer is, true and correct and explaining the state of facts giving rise to such change. In no event shall Purchaser be liable to Seller for, or be deemed to be in default hereunder by reason of, any breach of representation or warranty that results from any change that (i) occurs between the Effective Date and the Closing Date and (ii) is expressly permitted under the terms of this Agreement; provided, however, that the occurrence of a change that is not permitted hereunder shall constitute the non-fulfillment of the condition set forth in Section 4.3(c). If, despite changes or other matters described in the Purchaser Closing Certificate, the Closing occurs, Purchaser’s representations and warranties set forth in this Agreement shall be deemed to have been modified by all statements made in the Purchaser Closing Certificate; (d) deliver to the Title Company such evidence as the Title Company may reasonably require as to the authority of the person or persons executing documents on behalf of Purchaser; (e) deliver an executed counterpart to the Closing Statement; and (f) deliver such additional documents as shall be reasonably required to consummate the transaction contemplated by this Agreement.

  • Selling Stockholders’ Documents On the date hereof, the Company and the Selling Stockholders shall have furnished for review by the Representatives copies of the Powers of Attorney and Custody Agreements executed by each of the Selling Stockholders and such further information, certificates and documents as the Representatives may reasonably request.

  • Purchaser’s Obligations Conditions to Purchaser’s Obligations 3.01. The obligations of Purchaser hereunder to consummate the transactions contemplated hereby are subject to the satisfaction of each of the following conditions (any of which may be waived in whole or in part by Purchaser at or prior to the Closing). 3.02. Seller shall have performed, observed, and complied with all of the covenants, agreements, and conditions required by this Contract to be performed, observed, and complied with by Seller prior to or as of the Closing.

  • SELLING SHAREHOLDERS The common stock being offered by the selling shareholders are those issuable to the selling shareholders upon conversion of the Debentures. For additional information regarding the issuances of those shares of common stock and warrants, see “Private Placement of Debentures” above. We are registering the shares of common stock in order to permit the selling shareholders to offer the shares for resale from time to time. The table below lists the selling shareholders and other information regarding the beneficial ownership of the shares of common stock by each of the selling shareholders. The second column lists the number of shares of common stock beneficially owned by each selling shareholder, based on its ownership of the shares of common stock and warrants, as of ________, 2022, assuming exercise of the warrants held by the selling shareholders on that date, without regard to any limitations on exercises. The third column lists the shares of common stock being offered by this prospectus by the selling shareholders. In accordance with the terms of a registration rights agreement with the selling shareholders, this prospectus generally covers the resale of the maximum number of shares of common stock issuable upon conversion of the Debentures, determined as if the outstanding Debentures were exercised in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, without regard to any limitations on the exercise of the warrants. The fourth column assumes the sale of all of the shares offered by the selling shareholders pursuant to this prospectus. The selling shareholders may sell all, some or none of their shares in this offering. See “Plan of Distribution.” The undersigned beneficial owner of common stock (the “Registrable Securities”) of Progressive Care, Inc., a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

  • Seller’s Obligations at Closing At Closing, Seller shall: (a) deliver to Purchaser a duly executed Assignment and Assumption of Membership Interests (the “Assignment and Assumption of Membership Interests”) in the form attached hereto as Exhibit D, conveying the 100% of the Interests to Purchaser; (b) deliver to Purchaser, not later than five Business Days before the Closing Date, updated Rent Rolls dated not later than 10 Business Days before the Closing Date and on the Closing Date, updated Rent Rolls dated as of the Closing Date; (c) in the event that any representation or warranty of Seller set forth in Section 3.1 needs to be modified due to changes since the Effective Date, deliver to Purchaser a certificate (the “Seller Closing Certificate”), dated as of the Closing Date and duly executed by Seller, identifying any representation or warranty that is not, or no longer is, true and correct and explaining the state of facts giving rise to such change. In no event shall Seller be liable to Purchaser for, or be deemed to be in default hereunder by reason of, any breach of representation or warranty that results from any change that (i) occurs between the Effective Date and the Closing Date and (ii) is expressly permitted under the terms of this Agreement; provided, however, that the occurrence of a change that is not permitted hereunder shall constitute the non-fulfillment of the condition set forth in Section 4.4(b). If, despite changes or other matters described in the Seller Closing Certificate, the Closing occurs, Seller’s representations and warranties set forth in this Agreement shall be deemed to have been modified by all statements made in the Seller Closing Certificate; (d) deliver to the Title Company such evidence as the Title Company may reasonably require as to the authority of the person or persons executing documents on behalf of Seller; (e) deliver to the Title Company an owner’s affidavit duly executed by the Company, in customary form reasonably acceptable to the Title Company; (f) deliver to Purchaser a certificate in the form attached hereto as Exhibit E duly executed by Seller and stating that Seller is not a “foreign person” as defined in the Federal Foreign Investment in Real Property Tax Act of 1980; (g) terminate or cause the Company to terminate, effective on or before the Closing Date, all Brokerage Agreements and property management agreements, as well as any Contracts which Purchaser elects, on or prior to the Expiration of the Due Diligence Period, not to assume and deliver to Purchaser evidence of each such termination; provided, however, that if any termination fees or other penalties are incurred by the Company as a result of the termination of such Contracts, the amount of any such fees or penalties shall be credited to Seller at Closing or otherwise paid by Purchaser; (h) deliver an executed counterpart to the Closing Statement; (i) make available to Purchaser, to the extent not already provided, the Leases and Contracts, together with such leasing and property files and records located in the property manager’s office for the Property which relate to the continued operation, leasing and maintenance of the Property, but excluding any documents of a confidential nature; (j) deliver to Purchaser possession and occupancy of the Property (including all keys, lock combinations, and pass keys), subject to the Permitted Exceptions, rights of Tenants and terms of the Contracts; (k) deliver a schedule of Security Deposits currently held by Seller on behalf of the Tenants; and (l) deliver such additional documents as shall be reasonably required to consummate the transaction contemplated by this Agreement.

  • Seller's Obligation The obligation of Sellers to sell and deliver the Assets to Buyer is subject to the satisfaction (or waiver by Sellers) as of the Closing of the following conditions: (i) The representations and warranties of Buyer made in this Agreement shall be true and correct in all material respects as of the date hereof and (except as they may be affected by transactions contemplated hereby and except for representations and warranties that by their terms are made only as of an earlier date) immediately prior to the Closing, as though made immediately prior to the Closing; Buyer shall have performed or complied in all material respects with all obligations and covenants required by this Agreement to be performed or complied with by Buyer by the time of the Closing; and Buyer shall have delivered to the Company a certificate dated the Closing Date and signed by an executive officer of Buyer on behalf of Buyer confirming the foregoing. (ii) No injunction or order of any court or administrative agency of competent jurisdiction shall be in effect that restrains or prohibits the purchase or sale of the Assets hereunder; provided that an injunction or court order that prohibits the transfer of ownership of, or leasehold interests in, one or more parcels of Real Estate or other Assets shall not be deemed to restrain or prohibit the purchase or sale of the Assets hereunder unless the failure of Buyer to acquire ownership of, or leasehold interests in, such parcels or other Assets has a Material Adverse Effect; provided that nothing in this Section 5(b)(ii) shall affect the condition set forth in Section 5(b)(iii); and provided also that an injunction or court order which prohibits the transfer of any or all of the Ridgedale and Rosedale stores shall not be considered to be all or a part of a Material Adverse Effect. (iii) The waiting period under the HSR Act shall have expired or terminated.

  • Conditions to the Purchaser’s Obligations The obligation of each Purchaser to purchase the Shares and Warrants at the Closing is subject to the fulfillment to the Purchasers’ reasonable satisfaction, on or prior to the Closing Date, of the following conditions, any of which may be waived in writing by the Purchasers: (i) The representations and warranties made by the Company in Section 3.1 hereof shall be true and correct except where the failure to be so true and correct does not have a Material Adverse Effect. The Company shall have performed in all material respects all obligations and conditions herein required to be performed or observed by it on or prior to the Closing Date. (ii) The Company shall have obtained in a timely fashion any and all material consents, permits, approvals, registrations and waivers necessary or appropriate for consummation of the purchase and sale of the Shares and Warrants, all of which shall be and remain so long as necessary in full force and effect. (iii) No judgment, writ, order, injunction, award or decree of or by any court, or judge, justice or magistrate, including any bankruptcy court or judge, or any order of or by any governmental authority, shall have been issued, and no action or proceeding shall have been instituted by any governmental authority, or self-regulatory organization enjoining or preventing the consummation of the transactions contemplated hereby or in the other Transaction Documents. (iv) The Company shall have delivered a Certificate, executed on behalf of the Company by its Chief Executive Officer or its Chief Financial Officer, dated as of the Closing Date, certifying to the fulfillment of the conditions specified in subsections (i), (ii), (iii) and(vii) of this Section 2.2(a). (v) The Company shall have delivered a Certificate, executed on behalf of the Company by its Secretary, dated as of the Closing Date, certifying the resolutions adopted by the Board of Directors of the Company approving the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the Shares and Warrants, certifying the current versions of the Certificate of Incorporation and Bylaws of the Company and certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company. (vi) The Prospectus shall have been filed with the Commission pursuant to Rule 424(b) under the Securities Act within the applicable time period prescribed for such filing; no stop order suspending the effectiveness of the Registration Statement or any part thereof shall have been issued and no proceeding for that purpose shall have been initiated or threatened by the Commission; no stop order or suspension of trading shall have been imposed by any Person with respect to public trading in the Common Stock; and the Purchaser shall have received the Prospectus in accordance with the federal securities laws. (vii) The Company’s Common Stock (including the Shares and the Warrant Shares) shall be eligible for inclusion on the Nasdaq Capital Market and listed and admitted and authorized for trading on the Nasdaq Capital Market.

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