Examples of Affiliate Shareholder in a sentence
Pursuant to the Consummation of the other Post-Petition Reorganization steps below, Fortior shareholders, excluding the Secured Lender Affiliate Shareholder, will be deemed to receive merger consideration in the form of shares of AST in exchange for their interests in Fortior, with each such shareholder being deemed to have received equity in AST in the same proportion (and with the same preferences and other terms) as it currently holds equity in Fortior.
The Secured Lender Affiliate Shareholder shall receive its portion of the merger consideration as described above in the form of actually issued shares of AST.
For the avoidance of doubt, nothing in this Article V shall (i) restrict the Shareholder’s or any Affiliate Shareholder’s ability to tender any of its Shares into a tender or exchange offer (regardless of whether or not the Company Board has recommended such tender or exchange offer) or (ii) be considered a waiver of any appraisal or dissenters’ rights with respect to any Extraordinary Transaction that the Shareholder or any Affiliate Shareholder may be entitled to under any applicable Law.
Except to the extent provided in Section 1.1(b) and Section 2.13, neither this Agreement nor any of the rights, interests or obligations under this Agreement shall be assigned, in whole or in part, by the Shareholder or any Affiliate Shareholder without the prior written consent of the Company or by the Company without the prior written consent of the Shareholder.
All costs and expenses incurred by the Parties in connection with the negotiation, execution and delivery of this Agreement and any amendments relating thereto, and any costs and expenses, including advisor and attorney fees, incurred by the Shareholder or an Affiliate Shareholder in connection with its ownership of any securities of the Company, including the Common Shares, will be borne solely and entirely by the Party incurring such expense.
If any Affiliate Shareholder ceases to be a controlled Affiliate of American Securities (a “Former Affiliate”), such Former Affiliate shall Transfer any Shares Beneficially Owned by such Former Affiliate to the Shareholder or another controlled Affiliate of American Securities before such Former Affiliate ceases to be a controlled Affiliate of American Securities.
The execution and delivery of this Agreement by such Affiliate Shareholder has been duly and validly authorized by all necessary corporate or similar action, and no other corporate or similar proceeding on the part of such Affiliate Shareholder is necessary to authorize this Agreement.
If Shareholder is an Affiliate Shareholder, S Company represents and warrants to, and covenants with, Shareholder that it shall make available adequate current public information as required by Rule 144(c) promulgated by the SEC under the Securities Act.
Xxxxxx Facsimile: (000) 000-0000 Email: Xxxxx.Xxxxxx@xxx.xxx with a copy (which shall not constitute notice) to: Shearman & Sterling LLP 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Xxxxx Xxxxxxxxx Xxxxxx Xxxxxxxx Facsimile: (000) 000-0000 Email: xxxxxxxxxx@xxxxxxxx.xxx If to ASP MD Investco or any Affiliate Shareholder, addressed to it at: c/o American Securities LLC 000 Xxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 Attention: Xxxx Xxxxxxxxx, Esq.
This Agreement shall be binding upon and inure to the benefit of the parties hereto, the successors and assigns of the Company, and each Affiliate Shareholder, and the successors, assigns, heirs and personal representatives of each Subscriber.