Sole Shareholders definition
Examples of Sole Shareholders in a sentence
The Sole Shareholder hereby acknowledges that all of Sole Shareholder's covenants not to compete or solicit contained in this Section 10.2 are a material inducement to Buyer to proceed with the Acquisition.
If after such opportunity, Buyer does not elect to participate, or does not participate, in any such proceedings, Buyer shall be bound by the results obtained by Sellers or the Sole Shareholders, including without limitation any out-of-court settlement or compromise.
In the event that Parent becomes aware of a third-party claim which Parent believes give rise to indemnification under this ARTICLE IX (a “Third Party Claim”), Parent shall promptly notify the Sole Shareholders of such Third Party Claim; provided, however, that the failure to give prompt notice shall not affect the indemnification provided hereunder except to the extent the Sole Shareholders, on behalf of the Sole Shareholders, have been actually prejudiced as a result of such failure.
The Merger Shares are being acquired for the Sole Shareholder's own account and for investment without the intention of reselling or redistributing the same, that no agreement has been made with others regarding the Merger Shares and that the Sole Shareholder's financial condition is such that it is not likely that it will be necessary to dispose of any of such Merger Shares in the foreseeable future.
The Sole Shareholders shall have delivered to Buyer an executed non-compete agreement effective upon the Closing in the form of Exhibit G attached to this Agreement.
Except as disclosed in Schedule 2.16, there has been no reservation of ------------- rights by any insurance carrier, and to the Sole Shareholder's knowledge no such reservation is threatened, concerning the coverage of any matter required to be disclosed pursuant to this Agreement.
Except for the services and related fees of O&P Entrepreneur Network, for which Sellers and the Sole Shareholders agree to be solely liable, all negotiations relating to this Agreement and the transactions contemplated hereby have been carried on without the intervention of any other person in such manner as to give rise to any valid claim against Sellers for a finder's fee, brokerage commission or other like payment.
The Sole Shareholders acknowledge that the Hanger Stock may not be sold in the absence of an effective registration statement under the Securities Act or unless an exemption from such registration is available.
Sellers and the Sole Shareholders hereby agree to indemnify Buyer against and save Buyer harmless of and from all liabilities and obligations arising from any failure to fully comply with said Uniform Commercial Code - Bulk Transfers provisions.
Notwithstanding the foregoing, Parent's actions pursuant to this Section 1.9(b) are conditioned upon Sole Shareholder's delivery to Parent of (i) a certificate or certificates which immediately prior to the Effective Time represented all of the issued and outstanding shares of Company Common Stock (each, a "Company Certificate"), (ii) three (3) stock powers duly executed in blank and (iii) such other documents as may be reasonably required by Parent.