Greenbrook Shares definition
Examples of Greenbrook Shares in a sentence
No Person other than the Seller LLCs is entitled to receive any of the Greenbrook Shares paid in consideration for the Success Equity Interests hereunder.
Each Seller Party acknowledges that he, she or it is able to bear the economic risk of owning Greenbrook Shares and that each Seller Party has such knowledge and experience in financial or business matters that it is capable of evaluating the merits and risks of the investment in Greenbrook Shares.
Each of the Seller Parties can bear the economic risks of his, her or its direct or indirect investment in the Greenbrook Shares.
The Seller Parties have had, an opportunity to ask questions of and receive answers from the authorized representatives of Greenbrook and to review relevant documents and records concerning the business of Greenbrook and the terms and conditions of this investment in the Greenbrook Shares.
The parties have determined that the Greenbrook Shares payable in exchange for the Success Equity Interests pursuant to this Agreement are equal the fair market value of the Success Equity Interests.
None of Greenbrook or any of its Subsidiaries has in place, and Greenbrook Shareholders have not adopted or approved, any shareholders rights plan or a similar plan giving rights to acquire additional Greenbrook Shares upon execution or performance of the obligations under this Agreement.
All outstanding Greenbrook Shares have been duly authorized and validly issued, are fully paid and non-assessable.
No delisting of, suspension of trading in, or cease trading order with respect to any Greenbrook Shares is in effect or ongoing, and Greenbrook has not received any notification threatening any such delisting, suspension or cease trading order.
The Seller Parties have conducted their own independent investigation, review, and analysis of Greenbrook, the Greenbrook Shares and the Greenbrook Companies and their respective businesses, and acknowledge (for themselves and on behalf of their Affiliates and Representatives) that they have been provided adequate access to the personnel, premises and properties, assets, books and records, and other documents and data of the Greenbrook Companies for such purpose.
For greater certainty, the Parties agree and acknowledge: (i) for the purposes of paragraph 56.4(7)(d) of the Tax Act, no proceeds shall be received or receivable by Greenbrook Shareholders for granting the restrictive covenants; and (ii) the restrictive covenants are integral to this Agreement and have been granted to maintain or preserve the fair market value of the Greenbrook Shares.