Harbinger Special Situations definition
Examples of Harbinger Special Situations in a sentence
Buyer, Harbinger Master Fund and Harbinger Special Situations Fund have the requisite corporate power and authority, and has taken all corporate action necessary, in order to authorize the execution and delivery of, and performance of its obligations under, this Agreement and the consummation of the transactions contemplated hereby.
Buyer is a jointly-owned subsidiary of Harbinger Master Fund and Harbinger Special Situations Fund.
Each of Harbinger Special Situations and Harbinger Master own and intend to sell to Purchaser pursuant to this Agreement the number of ordinary shares, par value GBP 0.0001 per share (the “Subject Ferrous Shares”) of Ferrous Resources Ltd., a company organized under the laws of the Isle of Man (“Ferrous”) set forth next to the name of each such Seller on Exhibit A hereto.
Without any implication as to any liability under any obligation that may exist between any Seller and ACDL, Harbinger Master and Harbinger Special Situations will hold Purchaser harmless for any liability, loss, cost or expense, in the event that ACDL is required to pay to Canada Revenue any amount of withholding Taxes, penalties or interest that Purchaser may incur in connection with the matters described in Item 6 of Section 6.7 of Sellers' Disclosure Letter.
Each of Buyer, Harbinger Master Fund and Harbinger Special Situations Fund is not aware of any reason (as of the date hereof) that any required approval specified above will not promptly be received.
Harbinger Special Situations Fund is duly qualified to do Table of Contents business as a foreign corporation, and is in good standing, in each jurisdiction where such qualification is necessary.
Harbinger Special Situations Fund is a limited partnership duly organized, validly existing and in good standing under the Laws of the State of Delaware, and has all corporate powers required to carry out its responsibilities under this Agreement.
Harbinger Master Fund and Harbinger Special Situations Fund have sufficient funds on hand or available to (a) consummate the Tender Offer and the transactions contemplated to be consummated by Buyer, Harbinger Master Fund or Harbinger Special Situations Fund pursuant to this Agreement and (b) pay any fees and expenses in connection with the transactions contemplated by this Agreement.
Other than ▇▇▇▇▇▇ ▇▇▇▇▇▇ Partners LLC, there is no investment banker, broker, trader or other intermediary which has been retained by or is authorized to act on behalf of Buyer, Harbinger Master Fund or Harbinger Special Situations Fund and which might be entitled to any fee or commission in connection with the transactions contemplated by this Agreement.