Examples of Buyer Charter in a sentence
Buyer is not in violation of any of the provisions of the Buyer Charter Documents.
Notwithstanding the foregoing, Holdings makes no representation or warranty regarding any of the foregoing that may result from the specific legal or regulatory status of Buyer, Charter or their Affiliates or as a result of any other facts that specifically relate to the business or activities in which any of Buyer, Charter or their Affiliates is or proposes to be engaged other than the cable television business.
The Existing Buyer Certificate of Incorporation shall be amended and restated in the form of the Buyer Charter.
Each Sponsor hereby waives, forfeits, surrenders and agrees not to exercise, assert or claim, to the fullest extent permitted by applicable Law, the ability to adjust the Initial Conversion Ratio (as defined in the Buyer Charter (as defined below)) set forth in Section 4.3(b) of Buyer’s Certificate of Incorporation dated as of October 21, 2020 (the “Buyer Charter”) in connection with the Business Combination Agreement.
True and complete copies of the Buyer Charter and the Buyer By-Laws, as amended to date, and Certificate of Incorporation and By-Laws of each its Subsidiaries, as amended to date and currently in full force and effect, have been made available to Seller.
This Agreement, the Disclosure Schedules and the Exhibits hereto, the other Transaction Documents to be delivered by the parties pursuant to this Agreement and the Confidentiality Agreement collectively represent the entire understanding and agreement between Buyer, Charter, Group and Holdings with respect to the subject matter hereof and thereof and supersede all prior agreements, understandings and negotiations between the parties.
Except as expressly set forth in Section 6.4(b) below, nothing herein shall require the expenditure or payment of any funds (other than in respect of normal and usual attorneys fees, filing fees or other normal costs of doing business) or the giving of any other consideration by Buyer, Charter, Holdings or, prior to consummation of the Closing, any Renaissance Company, or any adjustment to the Cash Consideration to be paid to Holdings.
The affirmative vote of a majority of the votes cast by holders of Buyer Stock is required to approve the Buyer Share Issuance and the affirmative vote of a majority of the votes entitled to be cast by holders of Buyer Stock is required to approve the Buyer Charter Amendment.
The Indemnity Agreement, duly executed by Buyer, Charter and the Escrow Agent.
All notices, requests, demands and other communications required or permitted hereunder shall be in writing and shall be deemed to have been duly given if delivered or three days after mailing if mailed, first class, certified mail, postage prepaid: To Buyer: Charter Financial Corporation 0000 X.X. Xxxxxxx Drive West Point, GA 31833 Email: xxxxxxxx@xxxxxxxxxxx.xxx Attention: Xxxxxx X.