Tendering Shareholder definition
Examples of Tendering Shareholder in a sentence
It is specifically understood, acknowledged, and agreed among the parties hereto that each Public Shareholder who tenders Shares pursuant to the Offer (a "Tendering Shareholder") is and shall be a third-party beneficiary of this Agreement, and that each such Shareholder upon tender has the vested right to enforce this Agreement individually, as well as the vested right to cause the Company to enforce this Agreement with respect to any sums due to the Tendering Shareholder.
In the event that any Tendering Shareholder finds it necessary to file suit to enforce this Agreement, all of the Tendering Shareholder's expenses, including reasonable attorneys' fees, shall be reimbursed to said Shareholder by either the Company or the ▇▇▇▇▇▇ Family, as the court may determine.
Subject to the provisions of Section 2.2, Bidder shall commence, within twenty-one (21) days from the date of this Agreement, an offer to acquire up to 100% of the Shares at a price equal to $1.25 per Share (or $25.00 per ADS) in cash to each Tendering Shareholder; provided, however, that the Bidder may, in its sole discretion, increase the per Share price.
Forlenza be unable or unwilling to act as attorney-in-fac▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Shareholder hereby appoints the law firm of Giordano, Halleran & Ciesla, P.C. to act in all respects hereunder ▇▇ ▇▇▇ ▇ol▇ ▇▇▇▇▇▇tio▇, ▇▇ the true attorney-in-fact of such Tendering Shareholder, with full power and authority in the name of and for and on behalf of such Tendering Shareholder as if originally named above and appointed hereby.
Each Tendering Shareholder shall have duly and validly executed the Shareholders Transmittal Forms.
Aiello be unable or unwilling to act as custodi▇▇ ▇▇ ▇▇▇▇▇▇▇▇ for herein, each Tendering Shareholder hereby appoints Philip D.
Forlenza of Giordano, Halleran & Ciesla, P.C., to act in ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇nder ▇▇ ▇▇▇ so▇▇ ▇▇▇▇▇eti▇▇, ▇▇ the true attorney-in-fact of such Tendering Shareholder, with full power and authority in the name of and for and on behalf of such Tendering Shareholder as if originally named above and appointed hereby.
Each Tender Agreement terminates upon the earliest to occur of (i) the purchase of all of the Shares pursuant to the Offer in accordance with the provisions of such Tender Agreement, (ii) the Effective Time, (iii) the date the Merger Agreement is terminated in accordance with its terms and (iv) the mutual consent of the Tendering Shareholder and Parent.
In the event that any Tendering Shareholder finds it necessary to file suit to enforce this Agreement, all of the Tendering Shareholder's expenses, including reasonable attorneys' fees, shall be reimbursed to said Shareholder by either the Company or the Remaining Shareholders, as the court may determine.
Aiello to act as the custodian (the "Custodian") ▇▇ ▇▇▇ ▇▇▇▇▇ficates (the "Certificates") representing all of the Tender Shares held by such Tendering Shareholder on the terms and subject to the conditions set forth in this Agreement.