Examples of Xxxxx Shareholder in a sentence
The receipt of cash pursuant to the Acquisition by a US Xxxx Xxxxx Shareholder as consideration for the transfer of its Xxxx Xxxxx Shares pursuant to the Scheme will likely be a taxable transaction for United States federal income tax purposes and under applicable United States state and local, as well as foreign and other, tax laws.
The Borrower will not permit any Consolidated Person to engage in any transaction with any Sponsor or any Frist Shareholder (or any controlling Affiliate of any Sponsor or Xxxxx Shareholder), to the extent that such Consolidated Person would be prohibited from engaging in such transaction if it was a Restricted Subsidiary for purposes of this Section 9.9.
Each Xxx Xxxxx Shareholder shall deliver to JML all right, title and interest in the Xxx Xxxxx Shares, free and clear of all mortgages, liens, charges, security interests, adverse claims, pledges, demands, rights and other encumbrances of any nature or kind.
This Agreement when executed will constitute the legal, valid, and binding obligation of each Xxx Xxxxx Shareholder hereunder, enforceable against each Xxx Xxxxx Shareholder in accordance with its terms.
Each Xxx Xxxxx Shareholder represents and warrants that such Shareholder is legally competent to enter into this agreement, that each such Shareholder has all necessary power, authority and capacity to enter into this Agreement and to perform the obligations hereunder, that each such Shareholder is entering into this Agreement free of duress or other non-disclosed inducement.
There is no suit, action, litigation, investigation, or administrative, governmental, arbitration or other proceeding, including without limitation appeals and applications for review, in progress, or to the best knowledge and belief of each Xxx Xxxxx Shareholder, pending or threatened against or relating to the Xxx Xxxxx Shareholder, or affecting its respective properties or business, or affecting the right of such Shareholder to enter into this Agreement or perform Shareholder’s obligations hereunder.
Each Xxx Xxxxx Shareholder represents that they have either sought legal counsel for purposes of review and advice concerning this Agreement or have intentionally waived such legal counsel.
Each Xxx Xxxxx Shareholder represents and warrants to JML that they are not a resident of the United States and will not be a resident of the United States at the Time of Closing, and that they were not in the United States at the time this Agreement was signed by such shareholder.
The Parent Borrower will not permit any Consolidated Person to engage in any transaction with any Sponsor or any Frist Shareholder (or any controlling Affiliate of any Sponsor or Xxxxx Shareholder), to the extent that such Consolidated Person would be prohibited from engaging in such transaction if it was a Restricted Subsidiary for purposes of this Section 9.9.
If a Xxxxxxxxxxx Shareholder, Xxxxx Shareholder or Xxxxxxxx Shareholder should fail to deliver such certificates to CSH, the Company shall cause the books and records of the Company to show that such Subject Securities are bound by the provisions of this Section 4.02 and that such Subject Securities shall be transferred to the purchaser of the Subject Securities immediately upon surrender for transfer by the holder thereof.