Southcross Holdings definition
Examples of Southcross Holdings in a sentence
The Southcross Holdings Parties agree (a) to hold any non-public information regarding this Agreement, the Merger and the Contribution in strict confidence and (b) except as required by law or legal process not to divulge any such non-public information to any third Person.
From time to time, at the request of AMID and without further consideration, each Southcross Holdings Party shall take such further action as may reasonably be deemed by AMID to be necessary or desirable to consummate and make effective the transactions contemplated by this Agreement.
The representations and warranties of the Southcross Holdings Parties contained herein shall not survive the closing of the transactions contemplated hereby and by the Merger Agreement.
Each Southcross Holdings Party hereby waives any rights of appraisal or rights to dissent from the Merger that such Southcross Holdings Party may have under applicable Law.
Each Southcross Holdings Party hereby authorizes AMID and SXE to publish and disclose in any announcement or disclosure required by the SEC and in the Proxy Statement such Southcross Holdings Party’s identity and ownership of the Covered Interests and the nature of such Southcross Holdings Party’s obligations under this Agreement and to disclose a copy of this Agreement.
The Southcross Holdings Parties, either directly or indirectly, have sole voting power, sole power of disposition, sole power to demand appraisal rights and sole power to agree to all of the matters set forth in this Agreement, in each case with respect to all of such Covered Interests, with no limitations, qualifications or restrictions on such rights, subject to applicable federal securities laws and the terms of this Agreement and the Security Agreement.
If so requested by AMID, each Southcross Holdings Party agrees that any certificates representing Covered Interests shall bear a legend stating that they are subject to this Agreement and to the irrevocable proxy granted in Section 2(a).
Each Southcross Holdings Party shall promptly notify AMID and SXE of any such event.
All notices, demands or communications required or permitted under this Agreement shall be in writing and delivered personally, by reputable overnight delivery service or other courier with charges prepaid, by certified mail, postage prepaid and return receipt requested, or by facsimile transmission or e-mail that is confirmed by another writing, sent to the Parties as follows: If to Southcross Holdings: Southcross Holdings LP., et al.
Each Southcross Holdings Party further agrees to authorize and request SXE to notify SXE’s transfer agent that there is a stop transfer order with respect to all of the Covered Interests and that this Agreement places limits on the voting of the Covered Interests.