Issuer Shareholder definition
Examples of Issuer Shareholder in a sentence
When executed and delivered by the Issuer Shareholder, the Documents shall constitute the valid and legally binding obligation of the Issuer Shareholder enforceable in accordance with their respective terms.
All action on the part of the Issuer Shareholder necessary for the authorization, execution, delivery and performance of the Documents by the Issuer Shareholder has been taken and no further authorization on the part of the Issuer Shareholder is required to consummate the transactions provided for in the Documents.
All of the representations, warranties and covenants of the Issuer and the Issuer Shareholder in this Agreement in Articles 4, 5, and 6 or in any instrument delivered pursuant to this Agreement shall survive the Closing hereof.
The Issuer Shareholder has all requisite power and authority to enter into and to carry out all of the terms of this Agreement and all other documents executed and delivered in connection herewith (collectively, the “Documents”).
The Issuer Shareholder has good and marketable title to the Issuer Shares which he owns, free and clear of all pledges, security interests, mortgages, liens, claims, charges, restrictions or encumbrances, except for any restrictions imposed by federal or state securities laws.
The Issuer Disclosure Schedule accurately and completely sets forth all of the Issuer Shares owned by the Issuer Shareholder as of the date hereof.
For the avoidance of doubt, corresponding distributions of the applicable portion of any Excess Cash Available Amounts payable to the Issuer Shareholder shall be made on or following such Payment Date.
The Issuer shall provide to Subscriber, as promptly as reasonably practicable after the receipt thereof, any written comments from the Commission or any written request from the Commission or its staff for amendments or supplements to the Joint Proxy Statement relating to the Issuer Shareholder Proposal and shall provide Subscriber with copies of all correspondence between the Issuer, on the one hand, and the Commission and its staff, on the other hand, with respect to the foregoing.
The Joint Proxy Statement shall include the Board’s recommendation that the shareholders vote in favor of the Issuer Shareholder Approval and the Issuer shall use its reasonable best efforts to solicit from the shareholders proxies in favor of the Issuer Shareholder Proposal and to obtain the Issuer Shareholder Approval.
During the Excess Cash Sweep Period, if the Excess Cash Amount exceeds zero on an Excess Cash Measurement Date, the Issuer will make payments under the Securities to the Holders equal to a percentage of the applicable Excess Cash Available Amount in accordance with the terms and conditions set forth below (it being understood that certain percentages of the Excess Cash Available Amount will also be available for distributions to holders of the New Notes and to the Issuer Shareholder, as applicable).