Examples of DSSI Shares in a sentence
Each Securityholder (severally as to itself and not jointly) agrees that any DSSI Shares and other capital shares of DSSI that such Securityholder purchases or otherwise acquires beneficial or record ownership of, or with respect to which such Securityholder otherwise acquires sole or shared voting power, following the execution of this Agreement and prior to the Expiration Time (the “New Shares”), shall constitute Subject Securities and be subject to the terms and conditions of this Agreement.
Each Securityholder consents to and authorizes the publication and disclosure by INSW and DSSI and their respective Affiliates of the Securityholders’ identity and holdings of DSSI Shares, and the nature of such Securityholder’s commitments, arrangements and understandings under this Agreement, in any press release or any other disclosure document required in connection with the Merger or any other transaction contemplated by the Merger Agreement.
As of the date hereof, such Securityholder does not own, beneficially or of record, any capital stock or other securities of DSSI or any Subsidiary of DSSI other than the DSSI Shares set forth on Schedule A opposite such Securityholder’s name.
After the Lock Up Period, the Company shall provide any reasonable assistance requested in writing by a Stockholder to facilitate any sale of DSSI Shares permitted under this Section 2.3.
As of the date hereof, such Securityholder does not own, beneficially or of record, any capital stock or other securities of DSSI or any Subsidiary of DSSI other than the DSSI Shares set forth on Schedule A opposite such Securityholder’s name.
Such Shareholder acknowledges that the DSSI Shares have not been registered under the Act or the securities laws of any state or other jurisdiction and cannot be Transferred unless the DSSI Shares are subsequently registered under the Act and any applicable state laws or an exemption from such registration is available and, in each case, such Shareholder has complied with the Registration Rights Agreement.
Except as required for the registration of the DSSI Shares under the Registration Rights Agreement, no filing with or notice to, and no permit, authorization, consent or approval of any Governmental Entity is necessary for the execution and delivery by DSSI of this Agreement or any of the other Transaction Documents to which it is a party or the consummation by DSSI of the transactions contemplated hereby and thereby.
On or prior to the Closing Date, DSSI and DSI shall execute and deliver a shareholder loan and stock purchase agreement, in the form of Exhibit 3.3 hereto (the "DSSI-DSI Shareholder Loan Agreement"), whereby DSSI shall (i) repay certain of its existing indebtedness to DSI in the amount of $2.39 million by agreeing to issue the DSSI Shares to the Shareholders on behalf of DSI and paying $140,000 in cash to DSI and (ii) extend a shareholder loan of $1,360,000 to DSI.
Such Shareholder is able to bear the economic risk of his investment in the DSSI Shares and is able to afford a complete loss of such investment; and (without derogating from any representations made by DSSI hereunder) such Shareholder has made an independent investigation of DSSI to the extent he/it saw fit and relied upon such Shareholder's own analyses as he/it saw fit in determining to purchase the DSSI Shares.
The foregoing restriction on Transfer during the Lock Up Period shall apply notwithstanding the registration of the DSSI Shares by the Company pursuant to Section 3 of this Agreement.