Examples of Xxxxxxx Shareholder in a sentence
Xxxxxxx shall (i) through its board of directors, recommend to its shareholders the approval of this Agreement (the “Xxxxxxx Recommendation”), (ii) include such Xxxxxxx Recommendation in the Proxy Statement and (iii) use its reasonable best efforts to obtain the Xxxxxxx Shareholder Approval.
For the avoidance of doubt, if the Trident Shareholder does not deliver a ROFO Notice during the ROFO Notice Period, then the Xxxxxxx Shareholder shall not be entitled to participate in the right of first offer hereunder and shall not be deemed to be a Purchasing Shareholder or an Initial Shareholder for the purposes of this Section 3.02.
Xxxxx TITLE: Executive Vice President ATTEST: Xxxxxxxx Xxxxx <PAGE> General Background: Xxxxxxx Shareholder Services, Inc.
Each of the Xxxxxxx Shareholders authorizes SPAC, PubCo, Xxxxxxx and the Company to publish and disclose in any announcement or disclosure required by the SEC or the Nasdaq, such Xxxxxxx Shareholder’s identity and ownership of the Xxxxxxx Shareholder Shares and the nature of such Xxxxxxx Shareholder’s obligations under this Agreement.
Each Xxxxxxx Shareholder represents and warrants that any proxies heretofore given in respect of the Xxxxxxx Shareholder Shares that may still be in effect are not irrevocable, and such proxies have been or are hereby revoked to the extent such prior proxies conflict with the proxy granted in Section 8.2.
Each Xxxxxxx Shareholder agrees, and covenants to, SPAC, PubCo, Xxxxxxx and the Company, that such Xxxxxxx Shareholder shall not request that Xxxxxxx register the Transfer (by book-entry or otherwise) of any certificated or uncertificated interest representing any of the Xxxxxxx Shareholder Shares, and Xxxxxxx shall not recognize any such Transfer.
The Company has taken all actions necessary to provide that the provisions of the Stacey, Bennett, and Xxxxxxx Shareholder Equity Act, Sections 450.1790 et seq.
Other than the Xxxxxxx Shareholder Shares, such Xxxxxxx Shareholder does not legally or beneficially own any ordinary shares, preference shares or any other share capital of Xxxxxxx or securities that are convertible into or exercisable for ordinary shares, preference shares or other share capital of Xxxxxxx.
Subject to the Interim Order, the Xxxxxxx Shareholder Approval is the only vote of the holders of any class or series of the Xxxxxxx Common Shares or Xxxxxxx options, as applicable, necessary to approve this Agreement, the Arrangement.
The execution and delivery of this Agreement by Xxxxxxx and the consummation by Xxxxxxx of the transactions contemplated by this Agreement have been duly authorized by the Xxxxxxx Board and no other corporate proceedings on the part of Xxxxxxx are necessary to authorize this Agreement other than Xxxxxxx Shareholder Approval.