Examples of Nova Shareholders in a sentence
Except for the Special Voting Agreement (as described “17.2 Agreements Relating to our Shares - Special Voting Agreement”) and the Nova Shareholders Agreement, there are no material agreements to which we are a party that alter or terminate upon a change of control over the Company.
Torita hereby represents and warrants to the Company and the Nova Shareholders that all the statements contained in this Section 5 are true, correct, and complete as of the date of this Agreement and will be true, correct, and complete as of the Closing Date.
None of the Nova Shareholders and the directors and officers (and employees with responsibility for litigation matters) of Nova has any reason to believe that any such action, suit, proceeding, hearing, or investigation may be brought or threatened against Nova.
ACL shall not, however, be required to amend the registration statement to include undisclosed material information that has not been disclosed for business reasons, and the Nova Shareholders will refrain from selling shares pursuant to the registration statement until such time as ACL notifies them that the information is no longer material or has been disclosed in a report or other document filed with the Securities and Exchange Commission.
There shall be no cease trade order or similar order that would prohibit or prevent the distribution of the Consideration on the Effective Date to the Nova Shareholders.
To the best of the Knowledge of the Nova Shareholders, such policies provide adequate coverage for all risks customarily insured against by companies engaging in a business similar to the business of Nova.
ACL has reserved for issuance such number of shares of ACL Stock as shall be necessary to pay the consideration to be distributed to the Nova Shareholders as contemplated in Article II.
If at any time during the effectiveness of the registration statement, ACL becomes aware that the information contained in the registration statement is not current, ACL will promptly notify Nova Shareholders whose ACL Common Stock is registered thereunder, who will refrain from selling any further shares pursuant to the registration statement until such time as it is amended to render it current.
The indemnity obligations of Nova shall be enforceable by ACL or NVA against the Indemnity Shares (as defined in Section 8.6(b) hereof) and against the Nova Shareholders and Optionholders to the extent provided in the Escrow and Indemnity Agreement (as defined in Section 8.6).
Such registration shall be effected at the Company's expense except for underwriting discounts and commissions and fees and expenses of counsel for the Nova Shareholders, if any.