The Shareholders. Each Shareholder represents and warrants to the Company and the other Shareholders, as of the date of this Agreement, as follows:
The Shareholders. Except as set forth on Schedule 2.2, the representations and warranties of the Shareholders, contained in this Agreement, including those contained in this Section 2.2, are correct and complete as of the date of this Agreement and will be correct and complete as of the Closing Date. The Shareholders represent and warrant to DAH the following:
The Shareholders. (a) The parties hereby agree that for all purposes under this Agreement, only the Parent of each record owner of any Company Shares shall be deemed the owner of such Company Shares (a “Class A Shareholder”, “Class B Shareholder” or “Class D Shareholder”, as applicable) and shall have the right to exercise and the obligation to comply with the terms and conditions of this Agreement, and each Parent shall cause each of its Affiliated owner of record of Company Shares (whether currently held or acquired after the date hereof) to comply with, the terms and conditions of this Agreement, either directly or by causing such Affiliated record owner to vote or otherwise take action on its behalf. Further, no later than on the fifth Business Day following the entering into of a Bona Fide Financing, each Shareholder agrees to submit to the other Shareholders a certificate setting forth the name of the Bona Fide Third Party involved, the term of such Bona Fide Financing, the class and number of Company Shares involved, and a confirmation to the other Shareholders that the documentation for the financing contains the agreements in clauses (x) and (y) of the definition of Bona Fide Financing.
(b) In the event that VLG is a record owner of any Company Shares following the Merger Effective Date, CVH and Fintech Advisory agree to consummate the VLG Split Off as soon as practicable. After giving effect to such Split Off, any Affiliate of CVH or Fintech Advisory that becomes the record owner of Company Shares as a result thereof and that is not a Shareholder shall become a party to this Agreement and agree to be bound by all of the terms and conditions hereof. Upon becoming a party to this Agreement, such Person shall, as to the Company Shares so acquired, be considered a CVH Party or Fintech Party, as applicable and shall enjoy the same rights and be subject to the same obligations as each other CVH Party or Fintech Party, as applicable. Until such time as the VLG Split Off is consummated, CVH and Fintech Advisory hereby agree that they shall each be deemed a Shareholder with respect to the Company Shares held by VLG based on their respective ownership interests in VLG, including any indirect interests in the Company that CVH may agree to acquire from Fintech Advisory in the form of additional membership interests in VLG, and that for the purpose of determining the ownership interests of each of CVH and Fintech Advisory in the Company, including their Ownership Percentage an...
The Shareholders. The Shareholders' execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby by the Shareholders (i) are within the powers and authority, corporate or otherwise, of the Shareholders and are duly authorized by all necessary corporate and Shareholder action on the part of a corporate Shareholder and (ii) do not (A) require any action by or in respect of, or filing with, any Governmental or Regulatory Authority, or (B) contravene, violate or constitute, whether with or without the passage of time or the giving of notice or both, a breach or default under, any Requirement of Law applicable to the Shareholders, any of his or its properties or any Contract to which the Shareholders or any of his or its properties is bound or subject.
The Shareholders. The Shareholders, as detailed in the Company's register as at the Record Date:
The Shareholders. Each of the Selling Shareholders warrants and represents that he or she has all the necessary right, power, legal capacity and authority to execute, deliver and perform this Agreement and all other agreements, documents and instruments referred to in this Agreement or contemplated by this Agreement to which such Selling Shareholder is or is to be a party and to perform such Selling Shareholder's obligation under this Agreement, including, without limitation, the transfer of the Shares to the Purchaser. Each of the Selling Shareholders further warrants and represents that his or her place of residence is as stated in Schedule 1 and that such place of residence will not impose on the Purchaser more onerous obligations than those which would normally be incurred by the Purchaser with respect to a Selling Shareholder who is a resident of Canada. Each Selling Shareholder shall reimburse to the Purchaser any and all amounts which the Purchaser could be called upon to pay in addition to the Purchase Price to discharge any tax liability or other fiscal obligation with respect to a Selling Shareholder who is not a resident of Canada. The execution and delivery by each Selling Shareholder that is a corporation, partnership, limited liability company, limited partnership or other legal entity of this Agreement and all agreements, documents and instruments referred to in this Agreement or contemplated by this Agreement to be executed by such Selling Shareholder and the performance by such Selling Shareholder of its obligations contemplated by this Agreement and thereby have been duly and validly authorised by all necessary actions on the part of such Shareholder. This Agreement has been duly executed and delivered by the Selling Shareholders or duly authorised representatives thereof and constitutes, and all other agreements, documents and instruments referred to in this Agreement or contemplated by this Agreement to be executed by any Shareholder, when executed and delivered by such Shareholder or duly authorised representative(s) thereof, will constitute, the legal, valid and binding obligation of the Selling Shareholders, enforceable against the Selling Shareholders in accordance with its terms.
The Shareholders. The obligations of the Selling Shareholders to consummate the transactions contemplated by this Agreement are subject, at the option of the Selling Shareholders, to the satisfaction or waiver of the following conditions:
(a) All of the representations and warranties of the Purchaser set forth in this Agreement, as of the date of this Agreement shall be true and correct and all covenants to be performed by the Purchaser prior to Closing shall have been performed;
(b) As of the Closing, no order, writ, injunction, or decree shall have been entered and be in effect that restrains, enjoins or invalidates, or otherwise materially adversely affects the transactions contemplated by this Agreement, and no action, suit or other proceeding shall be pending or threatened that has a reasonable likelihood or resulting in any such order, writ injunction or decree;
(c) All documents and instruments required to be executed and delivered by the Purchaser as contemplated herein shall have been duly executed and delivered;
(d) If pre-notification is required under the Competition Act of Canada (the "Competition Act"), then either (i) the Director of Investigation and Research (the "Director)) appointed under the Competition Act or any person authorised to exercise the powers and perform the duties of the Director shall have issued a certificate under Section 102 (i) of the Competition Act to the effect that he is satisfied that he would not have sufficient grounds on which to apply to the Competition Tribunal established pursuant to the Competition Tribunal Act of Canada (the "Tribunal) under Section 92 of the Competition Act in respect of the transactions contemplated herein, or (ii) the appropriate time period specified in Section 123 of the Competition Act shall have expired and neither the Director, nor the Tribunal as authorised under the Competition Act, shall have taken or shall have indicate his or its intention to take, any action under the Competition Act, whether before or after the Closing, which could materially interfere with or detrimentally affect the transactions contemplated herein; and
(e) If the transactions contemplated herein are reviewable under the Investment Canada Act, the Minister, as defined in the Investment Canada Act, shall have been satisfied or deemed to have been satisfied prior to the Closing Date (on terms and conditions satisfactory to the Agent) that the transactions contemplated herein are likely to be of "net benefit" to Canada.
(f) Th...
The Shareholders. The shareholders of SSMC shall have the ultimate control over SSMC in conformity with the applicable laws of the Republic of Singapore as in effect at the time and from time to time. As specified in SSMC’s Articles of Association or as specified in any resolution duly passed or adopted at the shareholders’ meetings of SSMC, or as required by any applicable provision of Singapore law, certain matters shall be referred to, and passed upon, only by the shareholders of SSMC, and the actions, or the refusal to take actions, of the Board of Directors and the officers of SSMC shall, in all respects and at all times, be in conformity with said charter document, any such resolutions or applicable law. Each Shareholder shall take whatever actions as are necessary to cause the Directors and officers of SSMC nominated by it to act in accordance with the provisions of this Section 2.08. With due regard to the above, it is recognized that the shareholders’ meeting and the meeting of the Board of Directors are to act independently in accordance with the relevant and applicable provisions of Singapore law.
The Shareholders. 5.1. It is hereby agreed that Leman Trading and Millennium will each contribute to the Company such moneys or other as stipulated herein in order to provide the Company with the necessary capital to acquire the land on which the Hall of Fame Resort will be developed as well as to successfully develop the Hall of Fame Resort in Knysna.
5.2. The total value of the transaction shall be R162,000,000.00 (one hundred and sixty two million rand) comprising of the following:
5.2.1. The acquisition of the primary development land: R84,000,000.00 (Eighty four million rand);
5.2.2. The acquisition of the remaining development land necessary to successfully develop the Hall of Fame Resort: R36,000,000.00 (thirty six million rand);
5.2.3. Acquiring the contractual rights of SASHOF in respect of the Hall of Fame Resort: R30,000,000.00 (thirty million rand) and
5.2.4. Commission and professional fees: R12,000,000.00 (twelve million rand)
5.3. Millennium shall hold 60% (sixty per centum) and Leman Trading shall hold 40% (forty per centum) of the issued shares in the Company.
5.4. Millennium shall provide to the Company 60% (sixty per centum) of the amount required to fund this transaction which amounts to an injection of capital in the amount of R97,200,000.00 (ninety seven comma two million rand).
5.5. The shareholders, being Millennium and Leman Trading, shall further provide to the Company, in proportion to their shareholding, the following amounts as shareholders’ loans in order to provide the Company with the necessary capital to fund the initial development expenses:
5.5.1. Millennium: R22,800,000.00 (twenty two comma eight million rand).
5.5.2. Leman Trading: R15,200,000.00 (fifteen comma two million rand).
5.6. The payments due in terms hereof to the Company shall be made on the following dates and in the following manner:
5.6.1. The payment contemplated in clause 5.4 supra shall be made within 20 (twenty) business days after requested thereto by Leman Trading and shall be transferred into the Trust account of the Auditors in the currency of the Republic of South Africa.
5.6.2. The payments contemplated in clause 5.5. shall be made within 14 (fourteen) business days after the payment contemplated in clause 5.6.1. has been made and in the same manner as described in clause 5.6.1.
5.7. The Shareholders shall procure that, subject to the company’s working capital requirements as determined by the board, the company declare dividends.
5.8. No dividend shall be declare...
