Examples of Sunnova Entities in a sentence
Any such separate firm for any Purchaser, its affiliates, directors and officers and any control persons of such Purchaser shall be designated in writing by the Representative and any such separate firm for the Sunnova Entities, their directors, their officers and any control persons of any of the Sunnova Entities shall be designated in writing by the Company.
The Sunnova Entities will not, and will not permit any of their controlled “affiliates” (as defined in Rule 144 under the Securities Act) to, resell any of the Securities which constitute “restricted securities” under Rule 144 that have been reacquired by any of them (other than pursuant to a transaction registered under the Securities Act).
The representations and warranties of the Sunnova Entities contained herein shall be true and correct on the date hereof and on and as of the Closing Date; and the statements of the Sunnova Entities and their respective officers made in any certificates delivered pursuant to this Agreement shall be true and correct on and as of the Closing Date.
For the past five years, the Sunnova Entities and their respective subsidiaries have not knowingly engaged in and are not now knowingly engaged in any dealings or transactions with any person that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned Country.
Each of the Sunnova Entities has full corporate or limited liability company, as applicable, right, power and authority to execute and deliver this Agreement and to perform its obligations hereunder; and all corporate or limited liability company, as applicable, action required to be taken for the due and proper authorization, execution and delivery by it of this Agreement and the consummation by it of the transactions contemplated hereby has been duly and validly taken.
The Sunnova Entities and the Purchasers agree that it would not be just and equitable if contribution pursuant to paragraph (d) above were determined by pro rata allocation (even if the Purchasers were treated as one entity for such purpose) or by any other method of allocation that does not take account of the equitable considerations referred to in paragraph (d) above.
Except as described or incorporated by reference in the Pricing Disclosure Package and the Offering Memorandum, neither the Sunnova Entities nor their respective subsidiaries are a party to any contract, agreement or understanding with any person (other than this Agreement) that would give rise to a valid claim against any of them or any Purchaser for a brokerage commission, finder’s fee or like payment in connection with the issuance and sale of the Securities.
No labor disturbance by or dispute, action, or similar proceeding with employees of the Sunnova Entities and their respective subsidiaries exists or, to the knowledge of the Sunnova Entities, is threatened, except, in each case, as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Neither the Sunnova Entities nor their respective subsidiaries or affiliates will take, directly or indirectly, any action designed to or that could reasonably be expected to cause or result in any stabilization or manipulation of the price of the Securities.
The Sunnova Entities and the Purchasers agree that it would not be just and equitable if contribution pursuant to this Section 6(d) were determined by pro rata allocation (even if the Purchasers were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to above in this Section 6(d).