SHAREHOLDERS' CLAIMS Sample Clauses

SHAREHOLDERS' CLAIMS. By way of a shareholders resolution dated as of April 13, 2015), the Sellers have contributed all their respective claims against ARAPP KG as of April 14, 2015, 24:00hrs including interest thereupon to the debtor company by way of a shareholders contribution (i.e. other payment into the company's equity pursuant to Section 272 (2)(4) German Commercial Code). A copy of such shareholders resolution is attached hereto as Schedule 6.2.
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SHAREHOLDERS' CLAIMS. Save as otherwise expressly provided herein or as may be agreed in writing by Shareholders holding more than 75% (seventy-five percent) of the Shares, the claims of the Shareholders on loan account against the Company (“the Claims”) shall be subject to the following terms and conditions, namely – 22.1 they shall be interest free; 22.2 subject to the available cash resources of the Company, they shall be repaid as may be agreed from time to time between the Company and the Shareholders; 22.3 all repayments by the Company to the Shareholders shall be made pro rata to their respective Claims: provided that if any Shareholder shall as at the time of such repayment have contributed funding to the Company in excess of its pro-rata share, which excess shall not have been repaid at that time, such excess shall first be repaid; and 22.4 they shall in any event be repaid on the granting of any order (whether provisional or final) placing the Company under judicial management or in liquidation or on the granting of any final judgment against the Company if the Company does not satisfy the judgement within 30 (thirty) days after it becomes final.
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SHAREHOLDERS' CLAIMS. Each Shareholder does not have any claims against the Company or any Affiliated Entity except, if applicable, for compensation in the ordinary course of business. ▇▇▇▇ ▇▇▇▇▇, individually, hereby makes all of the following representations, warranties and covenants to Purchaser to the best of his knowledge.
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SHAREHOLDERS' CLAIMS. 2.14.1 CLAUSE 2.14.1 OF THE DISCLOSURE APPENDIX annexed hereto contains a list of all the verbal or written agreements between the Company and the Shareholders or interested parties therein and between the interested parties themselves, to the extent the same relates to the Company. 2.14.2 The Shareholders have no claims, demands or requirements against the Company that have not been expressly expressed in this Agreement and the Company does not owe the Shareholders any sums on any ground whatsoever, including as employees of the Company. The Shareholders confirm that they have received everything that is due to them until the date of the execution of this Agreement and that save for the Loan (as stated above in clause 2.10.5) annexed hereto the Company does not owe them any monies whatsoever. 2.14.3 The assets of the Company do not include debts of, or rights against, the Shareholders.
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SHAREHOLDERS' CLAIMS. Each Shareholder does not have any claims against the Company or any Affiliated Entity except, if applicable, for compensation in the ordinary course of business. John Power, individually, hereby makes all of the following representat▇▇▇▇, ▇▇▇▇anties and covenants to Purchaser to the best of his knowledge.
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SHAREHOLDERS' CLAIMS. Purchaser shall indemnify and hold harmless Shareholder(s) against, and in respect of, any and all damages, claims, losses, liabilities, and expenses, including without limitation, legal, accounting and other expenses, which may arise out of: (a) any material breach or violation by Purchaser of any covenant set forth herein or any failure to fulfill any obligation set forth herein; (b) any material breach of any of the representations or warranties made in this Agreement by Purchaser; or (c) any claim by any Person for any brokerage or finder's fee or commission in respect of the transactions contemplated hereby as a result of Purchaser's dealings, agreement, or arrangement with such Person.
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SHAREHOLDERS' CLAIMS. The shareholders of CBI do not have, and on the Closing Date will not have, any claims against CBI except for salaries and fees earned in the ordinary course of business.
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SHAREHOLDERS' CLAIMS. Save as described in the Disclosure Schedule in relation to service agreements, the Sellers do not have and will not have any claim or contractual right against the Company resulting from its relations with the Company up to the date of this Agreement.
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Related to SHAREHOLDERS' CLAIMS

  • Shareholders’ Fees The Transfer Agent shall be entitled to charge the Fund’s shareholders directly, and may redeem shares of the Fund held in a shareholder’s Account to satisfy such charges, in accordance with the following provisions:

  • Dissenting Shareholders Any holder of shares of Target Common Stock issued and outstanding immediately prior to the Effective Time with respect to which dissenters’ rights, if any, are available by reason of the Merger pursuant to Section 262 of the DGCL or Chapter 13 of the California Corporations Code (the “CCC”) who has not voted in favor of the Merger or consented thereto in writing and who complies with Section 262 of the DGCL or Chapter 13 of the CCC (the “Target Dissenting Shares”) shall not be entitled to receive any Series B Preferred Stock pursuant to this ARTICLE II, unless such holder fails to perfect, effectively withdraws or loses its dissenters’ rights under the DGCL or the CCC. Such holder shall be entitled to receive only such rights as are granted under Section 262 of the DGCL or Chapter 13 of the CCC, as applicable. If any such holder fails to perfect, effectively withdraws or loses such dissenters’ rights under the DGCL or the CCC, as applicable, such Target Dissenting Shares shall thereupon be deemed to have been converted as of the Effective Time into the right to receive that number of shares of the Series B Preferred Stock to which such shares of Target securities are entitled pursuant to this ARTICLE II, in each case without interest. Prior to the Effective Time, the Target shall give Orion prompt notice of any written demands for appraisal pursuant to Section 262 of the DGCL or Chapter 13 of the CCC, as applicable, received by the Target, withdrawals of any such written demands and any other documents or instruments received by the Target in connection therewith. Orion shall have the right to participate in and direct all negotiations and proceedings with respect to any such demands. Prior to the Effective Time, the Target shall not, except with the prior written consent of Orion, which consent shall not unreasonably be withheld or delayed, make any payment with respect to, or settle or offer to settle, any such demands, or agree to do any of the foregoing. Any payments made with respect to Target Dissenting Shares shall be made solely by the Surviving Corporation, and no funds or other property shall be provided by Target, Orion or Merger Sub for such payment.

  • Dissenting Stockholders Notwithstanding anything in this Agreement to the contrary, shares of Common Stock that are issued and outstanding immediately prior to the Effective Time and which are held by a Stockholder who did not vote in favor of the Merger (or consent thereto in writing) and who is entitled to demand and properly demands appraisal of such shares (the “Dissenting Shares”) pursuant to, and who complies in all respects with, the provisions of Section 262 of the DGCL (the “Dissenting Stockholders”) shall not be converted into or be exchangeable for the right to receive the Per Share Merger Consideration, but instead such holder shall be entitled to receive such consideration as may be determined to be due to such Dissenting Stockholder pursuant to Section 262 of the DGCL, unless and until such holder shall have failed to perfect or shall have effectively withdrawn or lost its right to appraisal under the DGCL. If any Dissenting Stockholder shall have failed to perfect or shall have effectively withdrawn or lost such right, such holder’s shares of Common Stock shall thereupon be treated as if they had been converted into and become exchangeable for the right to receive, as of the Effective Time, the Per Share Merger Consideration for each such share, in accordance with Section 3.1, without interest. The Company shall give Parent prompt notice and a copy of any written demands for appraisal, attempted withdrawals of such demands, and any other instruments served pursuant to applicable Law that are received by the Company relating to Stockholders’ rights of appraisal, and, at Parent’s expense, Parent shall have the opportunity and right to direct all negotiations and proceedings with respect to demands for appraisal by Stockholders under the DGCL, so long as Parent does not create any pre-Closing obligations of the Company. The Company shall not, except with the prior written consent of Parent, make any payment with respect to any demands for appraisal, offer to settle or settle any such demands or approve any withdrawal of any such demands.

  • Shareholder Liability Notice is hereby given that this Agreement is entered into on the Fund’s behalf by an officer of the Fund in his capacity as an officer and not individually and that the obligations of or arising out of this Agreement are not binding upon any of the Fund’s Trustees, officers, employees, agents or shareholders individually, but are binding only upon the assets and property of the Series.