Shareholder Representation. Each Shareholder (other than GS, Carlyle and Cathay) represents and warrants that, as at each of the date hereof and the date of Closing, it both (i) is not a United States person, and (ii) is not owned, wholly or in part, directly or indirectly, by any United States person. Each Shareholder (other than GS, Carlyle and Cathay) shall provide prompt written notice to the Company, and the Company shall in turn provide prompt written notice to the US Investors, of the extent of any subsequent change.
Shareholder Representation. The Shareholders and each Shareholder hereby represent and warrant to the Corporation and WEDGE that each is the beneficial holder and owner of the Shares set forth opposite their name on Exhibit A hereto, and as such, each has the unfettered, absolute and unqualified right to vote his Shares in the manner prescribed herein.
Shareholder Representation. Director hereby represents and warrants that he or she is the registered owner of the number of shares of common stock, par value $10.00 per share, of Xxxxxxx set forth below the Director’s name on the signature page hereto.
Shareholder Representation. So long as the Shareholder has the right to designate at least one (1) Director (but less than a majority of the Directors) for election to the Board pursuant to Section 2(b) or Section 2(d), the Company shall, to the fullest extent permitted by applicable law, cause each committee of the Board to include in its membership at least one (1) TZE Designee except, (x) to the extent that such membership would violate applicable securities laws or the rules of the stock exchange or stock market on which the Ordinary Shares are then listed or (y) if the primary purpose of such committee is to consider any matter in which there is a potential conflict of interests between the Company (or any of its Subsidiaries), on the one hand, and the Shareholder (or any of its Affiliates), on the other hand, as determined by the members of the Board (excluding the Shareholder’s Designee(s)) in their reasonable judgment. So long as the Shareholder has the right to designate a majority of the Directors on the Board pursuant to Section 2(d), the Company shall, to the fullest extent permitted by applicable law, cause each committee of the Board to include in its membership a number of TZE Designees such that the TZE Designees constitute a majority of each committee except (A) to the extent that such membership would violate applicable securities laws or the rules of the stock exchange or stock market on which the Ordinary Shares are then listed and (B) in the case of the Nominating and Governance Committee, which shall include one (1) TZE Designee, which TZE Designee shall serve as the chairman of such committee.
Shareholder Representation. Each Shareholder represents and warrants that he is the sole record, legal and beneficial owner of the Shares set forth next to such Shareholder's name below, in each case free and clear of any and all liens, charges and other encumbrances.
Shareholder Representation. The Shareholder represents and warrants to the Company that:
(a) The Shareholder has all requisite power and authority to enter into this Agreement and to consummate the transactions contemplated hereby;
(b) The execution and delivery of this Agreement by the Shareholder and the consummation by the Shareholder of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the Shareholder;
(c) This Agreement has been duly executed and delivered by the Shareholder and (assuming the due authorization, execution and delivery hereof by the Company) constitutes a valid and binding obligation of the Shareholder, enforceable against the Shareholder in accordance with its terms;
(d) The execution and delivery of this Agreement do not, and the consummation of the transactions contemplated hereby and compliance with the provisions hereof will not, result in any violation of, or default (with or without notice or lapse of time, or both) under (i) any provision of the charter or organizational documents of the Shareholder or (ii) any judgment, 15 order, decree, statute, law, ordinance, rule or regulation by which the Shareholder is bound or to which any of its properties or assets is subject other than, in the case of clause (ii), any such violations, defaults, rights, liens, security interests, charges or encumbrances that would not reasonably be expected to have a material adverse effect on the financial condition or operations of the Shareholder and its consolidated subsidiaries, taken as a whole, and would not impair the ability of the Shareholder to perform its obligations under this Agreement.
(e) No filing or registration with, or authorization, consent or approval of, any governmental authority is required by or with respect to the Shareholder in connection with the execution and delivery by the Shareholder of this Agreement or the consummation by the Shareholder of the transactions contemplated hereby, except as otherwise expressly provided herein.
Shareholder Representation. Letter Exhibit 7(a)(v)(D)...
Shareholder Representation. (a) Pursuant to Section 1.3.1 of the Purchase Agreement, Majority Shareholder shall represent all Shareholders with respect to their rights as set forth herein.
Shareholder Representation. Upon the execution of this Agreement each Corporate Shareholder shall appoint a designated representative to represent it and vote in said Shareholder’s name at all meetings of the Shareholders. Each of such representatives shall be appointed by written notice, in the form attached hereto as Schedule “A”, (stating the name, address and phone number of each representative) which shall be provided to all other Shareholders of the Corporation. Any Corporate Shareholder may, by written notice, in the form attached hereto as Schedule “B”, to all other Shareholders and to the Corporation, replace a representative previously appointed by it. Each of such written notices shall state the name of the representative to be replaced, the effective date of such replacement and the name, address and phone number of the new representative.
Shareholder Representation. The Shareholders hold of record one hundred percent (100%) of the issued and outstanding shares of Seller's capital stock free and clear of all security interests, options, warranties, purchase rights, constraints, commitments and claims.
