Examples of Company Security Holders in a sentence
No member of the Company Group nor any of the Company Security Holders has received any oral or written inquiries, notifications, orders or any other form of official correspondence from SAFE or any of its local branches with respect to any actual or alleged non-compliance with the SAFE Rules and Regulations, and the Company has made all oral or written filings, registrations, reporting or any other communications required by SAFE or any of its local branches.
No interest shall be payable to the Company Security Holders for the cash amounts delivered to Parent pursuant to the provisions of this Section 2.3(c) and which are subsequently delivered to the Company Security Holders.
All transfer, sales, use, stamp, conveyance, real property transfer, recording, registration, documentary, filing and other non-income Taxes and administrative fees (including, without limitation, notary fees) arising in connection with the consummation of the transactions contemplated by this Agreement (“Transfer Taxes”) shall be borne fifty percent by the Company Security Holders and fifty percent by Parent.
For purposes of this Section 10.4, the Company Stockholders are deemed to have agreed that any extension or waiver signed by the Stockholders’ Representative shall be binding upon and effective against all Company Security Holders whether or not they have signed such extension or waiver.
The Company Security Holders hereby agree to indemnify, defend and hold the Nominee harmless (severally in accordance with their pro rata share of the consideration received in any such Approved Sale (and not jointly and severally)) against all liability, loss or damage, together with all reasonable costs and expenses (including reasonable legal fees and expenses), relating to or arising from its exercise of the Proxy and power of attorney granted hereby.
For federal income tax purposes, the Merger is intended to constitute a “reorganization” within the meaning of Section 368 of the Code that is tax-free to the Purchaser under Section 1032 of the Code, to the Company under Section 361 of the Code, and to the Company Security Holders under Section 354 or Section 356 of the Code (except to the extent of any “boot” received).
The Company Security Holders shall not be required to comply with, and shall have no rights under, Section 9 and Section 12 in connection with any Approved Sale.
The parties hereto acknowledge that certain Persons, including, without limitation, Transferees, Managers, employees and consultants of the Company and its Affiliates, may become Company Security Holders after the Effective Date (the “Additional Company Security Holders”).
Other than the Company Stockholder Approval, no other votes, approvals or consents on the part of the Company or any of the Company Security Holders are necessary to adopt this Agreement and approve the transactions contemplated by this Agreement, including the Merger.
The Company Security Holders shall comply with, and be entitled to the benefits of, the provisions set forth in Annex 2 attached hereto governing and providing for, among other matters, registration rights with respect to Registrable Securities (as defined in Annex 2) (the “Registration Rights”).