(xii) take steps to substantially alter the strategy or conduct of the Company`s business activities with respect to the sale and price of the Company`s products and services (including with respect to the proportionate combination of the Company`s products and services sold), unless this is the normal course of business consistent with previous practice; Obtaining approval for a share purchase can be problematic if the target has a large number of shareholders. Unless agreements are reached prior to the conclusion of a transaction, buyers cannot force shareholders to sell. Thus, a recalcitrant shareholder could refuse to sell to the buyer. This result can be very undesirable for buyers and ultimately cause the deal to fail. j) Each company and the PCs have not distributed any shares or shares of another company, and each company and the PCs have not had their shares or shares distributed by another company in connection with a transaction that was or should be allegedly or should be governed by section 355 of the Code. Section 7.2 Notice of Certain Questions. For the avoidance of doubt, the provision of notice in accordance with this Section 7.2 does not resolve (i) a breach or non-compliance with any other provision of this Agreement, (ii) does not limit the remedies available to Buyer`s indemnified parties, or (iii) constitutes an acknowledgement or admission of a breach of this Agreement. (iii) Company Products. Section 3.13(a)(iii) of the Disclosure Plan accurately identifies all Company Products made available to the Company for use or purchase by the Company, including any products or services currently under development that are intended to be marketed for each of such Company Products (and any version thereof) within one hundred and eighty (180) days of closing. Identification of the publication date. (d) Notwithstanding the foregoing, no Seller shall be entitled to any indemnification or contribution against the Company with respect to any breach by such Seller of its representations, warranties, agreements or agreements in this Agreement or any Transaction Document under any contractual or statutory right to indemnification. Section 4.4 Capitalization.
The blocker`s shares will be held by the blocking seller in the amounts set out in the Company`s closing statement and in section 4.4 of the disclosure plan, which further determines for the blocking seller (i) the number and class or series of blocking shares held and (ii) the registered residence addresses of the blocking seller. After the completion of the closing, the buyer is the beneficial owner of the entire share capital of Blocker, free and free of any privilege. As of the date of this press release, there are no outstanding or authorized options, warrants, rights, agreements or obligations in which Blocker is a party or which is binding on Blockers that provide for the issuance or redemption of Blocker shares or other interests in Blocker. No holder of Blocker`s debt has the right to convert or exchange such debt for Blocker shares or any other interest in Blocker. There are no appreciations of outstanding or authorized shares, phantom shares or similar rights in relation to blockers. There are no agreements between other parties to which Blocker is not a party and to which it is not bound with respect to voting (including, but not limited to, voting trusts or proxies) or sale or transfer (including, but not limited to, pre-emption rights agreements, co-sale rights or “drag” rights) of Blocker titles. All Blocker shares have been issued in accordance with all applicable laws. “Medicaid” means collectively what is provided for in Title XIX of the Social Security Act (42 U.S.C. §§ 1396 et seq.) the established health assistance program and all subsequent laws, as well as all laws, rules and regulations having the force of law and in connection with this program, including all laws and plans for medical assistance of the State adopted under such a program. in any case, as these may be modified, supplemented or otherwise modified from time to time.
Buyer must notify Seller`s representative in writing within one (1) business day of receipt of notice of an early release date, along with the applicable percentage of shares held by SOC Holdings LLC and its affiliates at the time of this press release and sold to third parties in connection with such sale transaction. . . .