to shareholders Sample Clauses

to shareholders. The Escrow Agent is authorized and directed to deliver funds and shares of Purchaser Common Stock from the Escrow Account to the party or parties designated by, and in accordance with the instructions of, the Shareholders as follows: (1) On the date which is six (6) months after the date hereof, the Escrow Agent shall release: (i) an amount of funds equal to the excess (if any) of (x) the Cash Escrow Balance as of such date, over (y) the sum of Seven Hundred and Fifty Thousand Dollars ($750,000) plus one-fourth of the Aggregate Indemnity Claim Amounts set forth in the most recent Escrow Certificate previously delivered by Purchaser to the Escrow Agent pursuant to Section 5(b); and (2) On the date which is twelve (12) months after the date hereof, the Escrow Agent shall release: (i) an amount of funds equal to the excess (if any) of (x) the Cash Escrow Balance as of such date, over (y) the sum of Five Hundred Thousand Dollars ($500,000) plus one-fourth of the Aggregate Indemnity Claim Amounts set forth in the most recent Escrow Certificate previously delivered by Purchaser to the Escrow Agent pursuant to Section 5(b); and (ii) a number of shares of Purchaser Common Stock (which shall not be less than zero) equal to (A) divided by (B), where: (A) is equal to (x) the Cash Escrow Balance (as determined immediately following the release of funds pursuant to clause (i) of this Section 5(c)(2)), plus (y) the product of the number of shares of Purchaser Common Stock on deposit in the Escrow Account at such time, multiplied by $22.50 per share, minus (z) the sum of Two Million Dollars ($2,000,000) and the Aggregate Indemnity Claim Amounts set forth in the most recent Escrow Certificate previously delivered by Purchaser to the Escrow Agent pursuant to Section 5(b); and (B) is equal to $22.50. (3) On the date which is eighteen (18) months after the date hereof, the Escrow Agent shall release: (i) an amount of funds equal to the excess of the Cash Escrow Balance as of such date, over one-fourth of the Aggregate Indemnity Claim Amounts set forth in the most recent Escrow Certificate previously delivered by Purchaser to the Escrow Agent pursuant to Section 5(b); and (ii) a number of shares of Purchaser Common Stock (which shall not be less than zero) equal to (A) divided by (B), where: (A) is equal to (x) the Cash Escrow Balance (as determined immediately following the release of funds pursuant to clause (i) of this Section 5(c)(3)), plus (y) the product of the number o...
Sample 1
AutoNDA by SimpleDocs
to shareholders. The Trust shall not pay any costs of distributing proxy-related materials, Reports, and other communications to prospective Contract owners.
Sample 1
to shareholders. To financial and general press. 3. To industry publications.
Sample 1
to shareholders. If the Issuer is not required to furnish annual reports to its shareholders pursuant to the Exchange Act, the Issuer shall cause its financial statements, including any notes thereto and, with respect to annual reports, an auditors' report by an accounting firm of established national reputation and a "Management's Discussion and Analysis of Financial Condition and Results of Operations," to be so filed with the Trustee and mailed to the Holders within 90 days after the end of each of the Issuer's fiscal years and within 45 days after the end of each of the first three quarters of each fiscal year.
Sample 1
to shareholders. Xxxxx Xxxxxx Xxxxxxxx --------------- 0000 Xxxxx Xxxx Xxxx Xxxxx, Xxxxx 00000 Xxxxxxx Xxxxxxx Xxxxx 000 Xxxx Xxxxxx Xxxxxxxx, Xxxxxxxx 00000 TO PROXY: Xxxxxxx X. Xxxxx, Xx. --------- 0000 Xxxxxxxxx Xxxxx Xxxxxx, Xxxxx 00000 WITH COPIES TO: General Counsel --------------- Greate Bay Casino Corporation Two Xxxxxxxx Xxxxx, Xxxxx 0000 00000 Xxxx Xxxx, LB 48 Xxxxxx, Xxxxx 00000 General Counsel Casino Control Commission Princeton Pike Xxxxxx Xxxx Xxxxxxxx Xx. 0 XX-000 Xxxxxxx, Xxx Xxxxxx 00000 Director Division of Gaming Enforcement Xxxxxxx X. Xxxxxx Justice Complex CN-047 Xxxxxxx, Xxx Xxxxxx 00000 All notices hand delivered shall be deemed delivered as of the date actually delivered. All notices mailed via certified mail, return receipt requested, shall be deemed delivered as of four (4) business days after the date postmarked. All notices delivered by telecopy shall be effective upon receipt of the confirmed answerback. All notices delivered via a commercial courier service shall be deemed delivered as of the next business day after the date entrusted to such commercial courier service. Any changes in any of the addresses listed in this Paragraph 13 shall be made by written notice as provided in this Paragraph 13.
Sample 1
to shareholders. In connection therewith, the Shareholders shall hold Purchaser and the Target Entities harmless from any liability for withholding of federal, state or local taxes attributable to any such payment to such employees.
Sample 1
to shareholders. To financial and general press
Sample 1
AutoNDA by SimpleDocs
to shareholders. At the Closing, there shall be delivered to the Shareholder Representative on behalf of the Shareholders: (a) the Closing Payment set forth in Section 1.3; (b) a certificate, signed by an officer of the Purchaser, as to the fulfillment of the conditions set forth in Articles VII and VIII; (c) a copy of all consents referred to in Section 7.1; and (d) all other items reasonably requested by the Shareholders.
Sample 1

Related to to shareholders

  • Lost Shareholders GFS shall perform such services as are required in order to comply with Rules 17a-24 and 17Ad-17 (the “Lost Shareholder Rules”) of the Securities Exchange Act of 1934, including, but not limited to, those set forth below. GFS may, in its sole discretion, use the services of a third party to perform some of or all such services.

  • 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:

  • 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.

  • Shareholders In case any Shareholder or former Shareholder shall be held to be personally liable solely by reason of his or her being or having been a Shareholder and not because of his or her acts or omissions or for some other reason, the Shareholder or former Shareholder (or his or her heirs, executors, administrators or other legal representatives or, in the case of a corporation or other entity, its corporate or other general successor) shall be entitled to be held harmless from and indemnified against all loss and expense arising from such liability.

  • Approval of Shareholders The Trust will call a special meeting of the Acquired Fund Shareholders to consider and act upon this Agreement and to take all other appropriate action necessary to obtain approval of the transactions contemplated herein.

  • Warrantholder not a Shareholder Except as may be specifically provided herein, nothing in this Indenture or in the holding of a Warrant Certificate, entitlement to a Warrant or otherwise, shall, in itself, confer or be construed as conferring upon a Warrantholder any right or interest whatsoever as a Shareholder, including, but not limited to, the right to vote at, to receive notice of, or to attend, meetings of Shareholders or any other proceedings of the Corporation, or the right to Dividends and other allocations.

  • SHAREHOLDER COMMUNICATIONS ELECTION SEC Rule 14b-2 requires banks which hold securities for the account of customers to respond to requests by issuers of securities for the names, addresses and holdings of beneficial owners of securities of that issuer held by the bank unless the beneficial owner has expressly objected to disclosure of this information. In order to comply with the rule, the Custodian needs the Fund to indicate whether it authorizes the Custodian to provide the Fund’s name, address, and share position to requesting companies whose securities the Fund owns. If the Fund tells the Custodian “no”, the Custodian will not provide this information to requesting companies. If the Fund tells the Custodian “yes” or does not check either “yes” or “no” below, the Custodian is required by the rule to treat the Fund as consenting to disclosure of this information for all securities owned by the Fund or any funds or accounts established by the Fund. For the Fund’s protection, the Rule prohibits the requesting company from using the Fund’s name and address for any purpose other than corporate communications. Please indicate below whether the Fund consents or objects by checking one of the alternatives below. YES ¨ The Custodian is authorized to release the Fund’s name, address, and share positions. NO x The Custodian is not authorized to release the Fund’s name, address, and share positions.

  • Rights as Shareholders The Holder shall not, by virtue hereof, be entitled to any rights of a shareholder in the Company, either at law or equity, and the rights of the Holder are limited to those expressed in this Warrant and are not enforceable against the Company except to the extent set forth herein.

  • Warrant Holder Not Shareholder This Warrant does not confer upon the holder hereof any right to vote or to consent or to receive notice as a shareholder of the Company, as such, in respect of any matters whatsoever, or any other rights or liabilities as a shareholder, prior to the exercise hereof as hereinbefore provided.

  • Company Shareholders Meeting (a) The Company shall take all action necessary under all applicable Legal Requirements to call, give notice of, convene and hold a meeting of the holders of Company Common Stock to consider, act upon and vote upon the approval of this Agreement and of the Merger (the "Company Shareholders' Meeting"). The Company Shareholders' Meeting will be held as promptly as practicable and in any event within 45 days after the Form S-4 Registration Statement is declared effective under the Securities Act. The Company shall ensure that the Company Shareholders' Meeting is called, noticed, convened, held and conducted, and that all proxies solicited in connection with the Company Shareholders' Meeting are solicited, in compliance with all applicable Legal Requirements. The Company's obligation to call, give notice of, convene and hold the Company Shareholders' Meeting in accordance with this Section 5.2(a) shall not be limited or otherwise affected by the withdrawal, amendment or modification of the recommendation of the board of directors of the Company with respect to the Merger, except as is required by applicable law. (b) Subject to Section 5.2(c): (i) the board of directors of the Company shall unanimously recommend that the Company's shareholders vote in favor of and approve this Agreement and the Merger at the Company Shareholders' Meeting; (ii) the Joint Proxy Statement shall include a statement to the effect that the board of directors of the Company has unanimously recommended that the Company's shareholders vote in favor of and approve this Agreement and the Merger at the Company Shareholders' Meeting; and (iii) neither the board of directors of the Company nor any committee thereof shall withdraw, amend or modify, or propose or resolve to withdraw, amend or modify, in a manner adverse to Parent, the unanimous recommendation of the board of directors of the Company that the Company's shareholders vote in favor of and approve this Agreement and the Merger. For purposes of this Agreement, said recommendation of the board of directors of the Company shall be deemed to have been modified in a manner adverse to Parent if said recommendation shall no longer be unanimous. (c) Nothing in Section 5.2(b) shall prevent the board of directors of the Company from withdrawing, amending or modifying its unanimous recommendation in favor of the Merger at any time prior to the approval of this Agreement by the Required Company Shareholder Vote if (i) a Superior Offer is made to the Company and is not withdrawn, (ii) neither the Company nor any of its Representatives shall have violated any of the restrictions set forth in Section 4.4, and (iii) the board of directors of the Company concludes in good faith, after consultation with its outside counsel, including discussion of applicable legal standards

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!