Common use of Shareholder Matters Clause in Contracts

Shareholder Matters. (i) Immediately prior to the execution of this Agreement, the Company received a copy of the “Buyout Notice”, as such term is defined in the Shareholders’ Agreement, duly executed by Stockholders holding a majority of the then outstanding Shares, in the form to be delivered to the Shareholders (as defined in the Shareholders’ Agreement) in accordance with Section 4.5(a) of the Shareholders’ Agreement. Such Buyout Notice complies with Section 4.5 of the Shareholders’ Agreement. Pursuant to Section 4.5(c) of the Shareholders’ Agreement, each Stockholder has irrevocably waived any dissenters’ rights, appraisal rights or similar rights in connection with the transactions contemplated by this Agreement, including the Merger. (ii) This Agreement and the actions required to be taken by any party hereunder are in compliance with the provisions of the Shareholders’ Agreement and, upon consummation of the Merger and payment of the Total Merger Consideration, satisfy any and all obligations of the Company thereunder. (iii) No Stockholder has any rights of appraisal, dissenters’ rights or any similar rights relating to the Merger by virtue of, or with respect to, any shares of capital stock of the Company (including those rights pursuant to Section 262 of the DGCL) that have not been waived in accordance with the Shareholders’ Agreement. (iv) Assuming the accuracy of the Buyer’s representations and warranties set forth in Section 3.2, no “fair price,” “interested shareholder,” “business combination” or similar provision of any state takeover Applicable Law is, or at the Effective Time will be, applicable to the transactions contemplated by this Agreement or the Transaction Documents. (v) The Shareholders’ Agreement is the valid and binding obligation of the parties thereto and is enforceable against the Company and each Stockholder in accordance with its terms and conditions, except that the enforcement thereof may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws now or hereafter in effect relating to creditors’ rights generally and (ii) general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity).

Shareholder Matters. (a) Subject to receipt of the Ourgame Stockholder Approval, each of Ourgame, in its capacity as a Shareholder of Primo and Noble, and Primo, in its capacity as a Shareholder of the Company, hereby approves and adopts this Agreement and authorizes the Company, Xxxxx, Xxxxx and each of their respective directors and officers to take all actions necessary for the consummation of the Mergers and the other transactions contemplated hereby pursuant to the terms of this Agreement and its exhibits. Subject to receipt of the Ourgame Stockholder Approval, such execution shall be deemed to be action taken by the irrevocable written consent of Ourgame and Primo for purposes of the relevant provisions of the Corporate Law. Ourgame represents and warrants that the entities executing the Ourgame Support Agreements hold a sufficient number of ordinary shares of Ourgame necessary to obtain the Ourgame Stockholder Approval. (b) Ourgame and Primo jointly represents and warrants as follows: (i) Immediately prior to the execution of this Agreement, the Company received a copy of the “Buyout Notice”, as Agreement has been duly and validly executed and delivered by such term is defined in the Shareholders’ Agreement, duly executed by Stockholders holding a majority of the then outstanding Shares, in the form to be delivered to the Shareholders (as defined in the Shareholders’ Agreement) in accordance with Section 4.5(a) of the Shareholders’ Agreement. Such Buyout Notice complies with Section 4.5 of the Shareholders’ Agreement. Pursuant to Section 4.5(c) of the Shareholders’ Agreement, each Stockholder has irrevocably waived any dissenters’ rights, appraisal rights or similar rights in connection with the transactions contemplated by this Agreement, including the Merger. (ii) This Agreement and the actions required to be taken by any party hereunder are in compliance with the provisions of the Shareholders’ Agreement and, upon consummation of assuming the Merger due authorization, execution and payment of delivery thereof by the Total Merger Considerationother parties hereto, satisfy any and all obligations of constitutes the Company thereunder. (iii) No Stockholder has any rights of appraisal, dissenters’ rights or any similar rights relating to the Merger by virtue of, or with respect to, any shares of capital stock of the Company (including those rights pursuant to Section 262 of the DGCL) that have not been waived in accordance with the Shareholders’ Agreement. (iv) Assuming the accuracy of the Buyer’s representations and warranties set forth in Section 3.2, no “fair price,” “interested shareholder,” “business combination” or similar provision of any state takeover Applicable Law is, or at the Effective Time will be, applicable to the transactions contemplated by this Agreement or the Transaction Documents. (v) The Shareholders’ Agreement is the valid legal and binding obligation of the parties thereto and is such party, enforceable against the Company and each Stockholder it in accordance with its terms and conditionsterms, except that the enforcement thereof as may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws now or hereafter in effect relating to affecting the enforcement of creditors’ rights generally and by general principles of equity; (ii) general principles such party is an “accredited investor” as defined by Rule 501 of equity Regulation D promulgated under the Securities Act of 1933, as amended (regardless “Securities Act”); (iii) such party has had both the opportunity to ask questions and receive answers from the officers and directors of whether enforceability is considered Parent and all persons acting on Parent’s behalf concerning the business and operations of Parent and to obtain any additional information to the extent Parent possesses or may possess such information or can acquire it without unreasonable effort or expense necessary to verify the accuracy of such information; (iv) such party had access to the Parent SEC Reports (as defined in a proceeding at law Section 4.7(a)) filed prior to the date of this Agreement; (v) subject to receipt of the Ourgame Stockholder Approval, such party has all necessary approval and authorization to execute and deliver this Agreement and execute his, her or its obligations hereunder; (vi) that the execution and delivery of this Agreement by Ourgame does not, and the performance of its obligations hereunder will not, require any consent, approval, authorization, or permit of, or filing with or notification to, any Governmental Entity, except (1) for applicable requirements, if any, of the Securities Act, the Securities Exchange Act of 1934, as amended (“Exchange Act”), state securities laws (“Blue Sky Laws”), and the rules and regulations thereunder, (2) the Ourgame Stockholder Approval, and (3) where the failure to obtain such consents, approvals, authorizations, or permits, or to make such filings or notifications, would not, individually or in equitythe aggregate, reasonably be expected to have a Material Adverse Effect on Ourgame, Primo or the Company or, after the Closing, Parent, or prevent consummation of the Mergers or otherwise prevent the parties hereto from performing their material obligations under this Agreement; (vii) such party understands that it must bear the economic risk of the investment in the shares of Parent Common Stock, which cannot be sold by it unless such shares are registered under the Securities Act or an exemption therefrom is available thereunder; (viii) all shares of Parent Common Stock to be acquired by such party pursuant to this Agreement will be acquired for its account and not with a view towards distribution thereof; (ix) such party is not subject to any of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to (viii) under Regulation D of the Securities Act (a “Disqualification Event”), except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3) (x) that Ourgame owns all of the issued and outstanding Noble Ordinary Shares, free and clear of all Liens, and except as set forth on Schedule 2.3(a), it has not granted to any person or entity any options or other rights to buy the Noble Ordinary Shares, nor does any other person or entity have any interest in the Noble Ordinary Shares of any nature; and (xi) that Primo owns the Company Common Stock listed on Schedule 2.3(a) as being owned by it, free and clear of all Liens, and except as set forth on Schedule 2.3(a), it has not granted to any person or entity any options or other rights to buy or acquire the Company Common Stock, nor does any other person or entity have any interest in the Company Common Stock of any nature.

Shareholder Matters. (ia) Immediately prior to the By its execution of this Agreement, the Company received each Shareholder, in its capacity as a copy security holder of the “Buyout Notice”Company, as such term is defined in the Shareholders’ Agreement, duly executed by Stockholders holding a majority of the then outstanding Shares, in the form to be delivered to the Shareholders (as defined in the Shareholders’ Agreement) in accordance with Section 4.5(a) of the Shareholders’ Agreement. Such Buyout Notice complies with Section 4.5 of the Shareholders’ Agreement. Pursuant to Section 4.5(c) of the Shareholders’ Agreement, each Stockholder has irrevocably waived any dissenters’ rights, appraisal rights or similar rights in connection with hereby approves this Agreement and the transactions contemplated hereby and authorizes the Company and its directors and officers and, upon becoming a shareholder of Merger Sub and Mundo, each of those companies and their respective directors and officers to take all actions necessary for the consummation of the Transactions and the other transactions contemplated hereby pursuant to the terms of this Agreement and its exhibits. Such execution and approval shall be irrevocable by this Agreement, including the Mergereach Shareholder. (iib) This Each Shareholder has all necessary power and authority to execute and deliver this Agreement and to perform its obligations hereunder and to consummate the transactions contemplated hereby. With respect to any Shareholder that is not an individual, the execution and delivery of this Agreement and the actions required to be taken consummation by any party hereunder are in compliance with the provisions each Shareholder of the Shareholders’ Agreement and, upon consummation of the Merger and payment of the Total Merger Consideration, satisfy any and all obligations of the Company thereunder. (iii) No Stockholder has any rights of appraisal, dissenters’ rights or any similar rights relating to the Merger by virtue of, or with respect to, any shares of capital stock of the Company (including those rights pursuant to Section 262 of the DGCL) that have not been waived in accordance with the Shareholders’ Agreement. (iv) Assuming the accuracy of the Buyer’s representations and warranties set forth in Section 3.2, no “fair price,” “interested shareholder,” “business combination” or similar provision of any state takeover Applicable Law is, or at the Effective Time will be, applicable to the transactions contemplated hereby (including the Pre-Amalgamation Exchange) have been duly and validly authorized by all necessary action on the part of such Shareholder and no other proceedings on the part of such Shareholder is necessary to authorize this Agreement or to consummate the Transaction Documents. (v) The Shareholders’ transactions contemplated hereby pursuant to Applicable Law and the terms and conditions of this Agreement. This Agreement is has been duly and validly executed and delivered by each Shareholder and, assuming the valid due authorization, execution and delivery thereof by the other parties hereto, constitutes the legal and binding obligation of the parties thereto and is each Shareholder, enforceable against the Company and each Stockholder such Shareholders in accordance with its terms and conditionsterms, except that the enforcement thereof as may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance reorganization or other similar laws now or hereafter in effect relating to affecting the enforcement of creditors’ rights generally and by general principles of equity. (c) Each Shareholder for itself only, represents and warrants as follows: (i) that its execution and delivery of this Agreement does not, and the performance of its obligations hereunder will not, require any consent, approval, authorization or permit of, or filing with or notification to, any court, administrative agency, commission, governmental or regulatory authority, domestic or foreign (a “Governmental Entity”), except (1) for applicable requirements of the OBCA, (2) for applicable requirements, if any, of the Securities Act of 1933, as amended (“Securities Act”), the Securities Exchange Act of 1934, as amended (“Exchange Act”), state securities laws (“Blue Sky Laws”), the applicable securities laws in each of the provinces and territories of Canada, as amended (“Canadian Securities Laws”) and the rules and regulations thereunder, and (3) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect (as defined in Section 10.2(a)) on itself or the Company or prevent consummation of the Transactions or otherwise prevent the parties hereto from performing their material obligations under this Agreement; (ii) general principles it is an “accredited investor” as that term is defined in Rule 501(a) of equity Regulation D under the Securities Act; (regardless iii) it is not subject to any of whether enforceability is considered the “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to (viii) under Regulation D of the Securities Act (a proceeding at law “Disqualification Event”), except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3); and (iv) it owns the Company Common Shares listed in equity)Section 2.3(a) as being owned by it free and clear of all Liens and has not granted to any other Person any options or other rights to buy such securities, nor has it granted any interest in such securities to any Person of any nature other than those that will be extinguished in connection with the Transactions.