Trust Vendors definition
Examples of Trust Vendors in a sentence
Numberco is not a reporting issuer under the securities laws of any jurisdiction of Canada, and there is no published market for the Trust Vendors Purchased Shares.
There are no outstanding agreements or waivers extending the statutory period providing for an extension of time with respect to the assessment or re-assessment of Tax or the filing of any Tax return by, or any payment of any Tax by Numberco, no notice of assessment or reassessment has been received and to the knowledge of the Trust Vendors, no examination of any Tax return of Numberco is currently in progress.
The Vendor (and, with respect to any Trust Vendors, together with the Trustees) has the full power, right and authority to vote and transfer the Purchased Shares owned by such Vendor, subject to the restrictions on transfer in the articles of the Corporation which shall have been complied with prior to the Closing Time.
For certainty, the expenses of the Vendors (and with respect to the Trust Vendors, together with the Trustees) will be paid using the Vendors’ (and with respect to the Trust Vendors, together with the Trustees) own resources and shall not be charged to or paid directly or indirectly by the Corporate Group.
At the Closing Time, the Vendors (and Trustees with respect to any Trust Vendors) shall each have executed and delivered to the Corporate Group and the Purchaser a release in such form as is satisfactory to the Purchaser, acting reasonably.
The Vendor (and, with respect to any Trust Vendors, together with the Trustees) is the legal and beneficial owner of the Vendor’s Shares, with good and marketable title thereto, free and clear of any and all Encumbrances.
All of the Trust Vendors Purchased Shares have been issued in compliance with all applicable Laws including applicable securities Laws.
Each of the Vendors (and with respect to the Trust Vendors, together with the Trustees) and the Purchaser shall any time and from time to time after the Closing Date, on the request of the other, do, execute, acknowledge and deliver or cause to be done, executed, acknowledged and delivered all such further acts, deeds, assignments, transfers, conveyances and assurances as may be required for the better carrying out and performance of all the terms of this Agreement.
At or before the Closing Time, each of the Vendors (and, with respect to any Trust Vendors, together with the Trustees) will cause all necessary steps and proceedings to be taken in order to permit the Vendor’s Shares to be duly and regularly transferred to the Purchaser free of any Encumbrances.
Subject to the terms and conditions hereof, at the Closing, in exchange for the Purchase Price, (i) each of the Trust Vendors agrees to sell, assign and transfer to the Purchaser and the Purchaser agrees to purchase from the Trust Vendors, the Trust Vendors Purchased Shares; and (ii) Technical agrees to sell, assign and transfer to the Purchaser and the Purchaser agrees to purchase from Technical, the Technical Purchased Shares.