Director Shareholders definition
Examples of Director Shareholders in a sentence
Notwithstanding the foregoing, the Director Shareholders shall have liability under this Article 8 with respect to any Breach of the representations contained in Section 3.9 (Employee Benefit Plans), Section 3.13 (Tax Matters), Section 3.19 (Finders or Brokers) and Section 3.22 (Reserves) (collectively, the “NPCC Fundamental Representations”), as to which a claim may be made at any time on or before the third anniversary of the Closing Date.
If either USAC or the Director Shareholders (acting as one) refuse or neglect to appoint an arbitrator within thirty (30) days after receiving a written request for arbitration from the other party, the initiating party may appoint a second arbitrator.
Notwithstanding any provision of this Agreement the contrary, NPCC and DCLIC (before the Effective Date) and the Director Shareholders (after the Effective Date) shall not liable for actions taken by USAC or any of its Subsidiaries under that certain Third Party Insurance Services Agreement dated as of September 1, 2015, between USAC and DCLIC.
Other than claims relating to a breach of any NPCC Fundamental Representation, claims asserted by any USAC Indemnified Person against the Director Shareholders under this Article 9 shall be satisfied solely from the Escrowed Shares in the manner set forth in the Escrow Agreement.
On or before the date hereof, the Company will use its reasonable best efforts to obtain and deliver to Acquiror the Tender and Option Agreements, in the form attached as Exhibit 1 hereto, executed by the Director Shareholders.
USAC shall appoint one arbitrator and the Director Shareholders (acting as one) shall appoint one arbitrator and such two arbitrators to select the third.
The closing of the sale and purchase of the Shares (the “Closing”) will take place at 10:00 A.M. local time on the later of the Shareholder Execution Date (as defined below) or July 7, 2006, at the offices of ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇▇, P.A., or at such other time and place as GWI and the Director Shareholders may agree, but in no event shall the Closing occur later than July 31, 2006, unless GWI and all of the Shareholders agree to such later date.
The Executive Managers each hereby represent and warrant, and the Director Shareholders each hereby represent and warrant to its or his knowledge, that except as disclosed in Section 3.11 of the Disclosure Schedule and as otherwise provided herein, since June 30, 1996 and through the date of this Agreement, the business of the Company and the Subsidiary has been conducted only in the ordinary course and consistent with past practice in all material respects.
To the Knowledge of the Director Shareholders, the Companies have not used, sold or supplied any goods or services in any manner that would constitute an infringement of the intellectual property rights of any other Person.
As security for GWI’s obligation to pay the Additional Payment and the Growth Premium, on the Closing Date, GWI will post, for the benefit of the Shareholders, either a third party revolving guarantee in the amount of $6,000,000 from an entity the Director Shareholders approve prior to the Closing Date or an irrevocable letter of credit in the amount of $6,000,000 from GWI’s primary bank, in either case in form and substance acceptable to the Director Shareholders.