Rights and Obligations of the Shareholders Clause Samples

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Rights and Obligations of the Shareholders. The Shareholders (each, a “Registration Rights Holder”) will furnish to the Company such information and execute such documents regarding the Shares and the intended method of disposition thereof as the Company may reasonably require in order to effect the requested qualification for sale or other disposition. If an underwritten public offering is contemplated, a Registration Rights Holder shall execute an underwriting agreement containing customary representations, warranties and indemnities (and contribution covenants) relating only to written information furnished by or on behalf of such Registration Rights Holder expressly for use in connection with such Prospectus (the “Shareholder Information”) for the benefit of the Company and the underwriters; provided that the obligation to indemnify shall be limited to the gross proceeds received by a Registration Rights Holder from the sale of Shares pursuant to such Public Distribution and will apply only to any misrepresentations or omissions of material facts in relation to the Shareholder Information provided by such Registration Rights Holder. A Registration Rights Holder shall notify the Company immediately upon the occurrence of any event as a result of which any of the aforesaid Prospectuses includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances under which they are made. The Shareholders shall, in connection with any underwriting agreement entered into pursuant to Section 3.1 or Section 3.2, make such representations and warranties and provide such indemnity as is customarily required of a selling shareholder in a secondary offering.
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Rights and Obligations of the Shareholders. Each Investor shall, from the date it has paid its Investment Amount to the Company in full, enjoy the rights and assume the obligations as a shareholder of the Company to the extent of its subscribed shares of the Company, pursuant to the provisions of the PRC Laws, listing-related regulatory rules, this Agreement and the Amended Articles. For the avoidance of doubt, the rights and obligations of the Prior Investors under the Capital Increase Agreement entered into by and among ▇▇▇ ▇▇▇▇ Information Technology (Shanghai) Co., Ltd., ▇▇▇ ▇▇▇▇ and the Prior Investors on August 10, 2020 shall remain in full force and effect.
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Rights and Obligations of the Shareholders. Party A’s Obligations: 1. To fulfill the duty of contribution according to the requirement of the Joint Venture Contract, undergo the formalities of corporate registration with the Administration for Industry and Commerce; 2. Party A herein confirms and undertakes that the New Company will be the only jointly-run entity in the field of technological service for online education owned by Dongbei University of Finance and Economics other than the current service provider, and Party A will not look for other partner entities to provide technical and labor services. Party A will sign a technological & commercial services agreement with the New Company within 30 days from the issuance date of the business license of the New Company. Party A promises not to independently establish or jointly run or cooperate with a third party other than Party B to establish an entity engaging in business similar with or identical to that of the New Company during the existence of the New Company without the prior consent of Party B in writing. 3. In order to cooperate with the technological and commercial services provided by the New Company for Party A’s online education, Party A will fulfill the following duty of cooperation and assistance: A. To formulate a teaching plan. To set up new specialties with huge social demand in the form of online education. B. To formulate an enrollment plan for online education. To actively strive to expand the enrollment year by year when the social source of students and teaching conditions permit.
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Rights and Obligations of the Shareholders. 第五条 股东的权利和义务
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Rights and Obligations of the Shareholders. The shareholders have following obligations in accordance with laws:
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Rights and Obligations of the Shareholders. Section 10.1
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Rights and Obligations of the Shareholders. Each Investor shall, from the date it has paid its Investment Amount to the Company in full, enjoy the rights and assume the obligations as a shareholder of the Company to the extent of its subscribed registered capital of the Company, pursuant to the provisions of the PRC Laws, listing-related regulatory rules, this Agreement and the Amended Articles. ​ ​ ​ 6.1 Preemptive right (1) If, during the period from the Completion of the Capital Increase and till the date the Company formally submits an application for Qualified IPO to the Exchange, the Company intends to increase its registered capital by offering any warrants, convertible bonds, or other securities convertible into the shares of the Company or other equity interests or otherwise, each shareholder of the Company shall have the preemptive right to subscribe for such newly increased registered capital in proportion to its actual capital contribution to the Company then (“Preemptive Right”). Subject to Section 6.1(2), the Company shall first deliver to each shareholder a notice (the “Capital Increase Notice”), setting forth the propose amount, subscription price, terms of payment, closing conditions and other information in respect of the newly increased registered capital. Within ten (10) Business Days following receipt of the Capital Increase Notice from the Company, any shareholder electing to exercise its Preemptive Right (each a “Subscribing Shareholder”) shall notify the Company in writing of its intention to exercise the Preemptive Right and the amount it intends to subscribe for. If the total amount that the Subscribing Shareholders intend to subscribe for exceeds the amount of the newly increased registered capital, they shall subscribe for the newly increased registered capital in proportion to their respective shareholder percentages then at the same subscription price and on the same conditions. (2) The Subscribing Shareholders’ Preemptive Right shall not apply to any newly increased registered capital: (a) issued for purpose of implementing the Employee Incentive Plan contemplated by Section 7; or (b) issued to all shareholders of the Company (including the Investors) as a result of capitalization of the unappropriated profits or capital reserves or otherwise. (3) After all shareholders have fully exercised their respective Preemptive Right, the Company may sell or issue the remaining newly increased registered capital (if any), that has not been subscribed by the shareholders, to any ...
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Rights and Obligations of the Shareholders. The parties hereto agree and acknowledge that nothing contained herein, and no Shareholder’s status as a shareholder of the Company, shall prevent or prohibit such Shareholder from (i) serving any other person or entity in any capacity such Shareholder may deem appropriate, (ii) conducting its business and affairs in any manner it may elect, or (iii) acquiring, pursuing or otherwise engaging in any business that is competitive with the business now or hereafter conducted by the Company (or any of its subsidiaries), and the Company hereby waives any claim against the Shareholders or their affiliates with respect thereto.
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Rights and Obligations of the Shareholders. 7.1 In performing their respective obligations under this Agreement, the Shareholders shall be acting severally and not jointly and severally. The Shareholders’ respective obligations and rights and benefits hereunder shall be based upon the number of the Common Shares held by each of the Shareholders and its Affiliates as a percentage of the number of Common Shares held by all of the Shareholders and their respective Affiliates (in each case calculated on a non-diluted basis at the applicable time). 7.2 Nothing in this Agreement is intended to create any relationship in the nature of a partnership or joint venture among the Shareholders. 7.3 Without restricting the right of any of the Shareholders to transfer Voting Shares and/or Convertible Securities, each of the Shareholders may, at any time, and from time to time, transfer the legal and beneficial ownership of any of the Voting Shares and/or Convertible Securities held by it, together with its rights arising hereunder to an Affiliate and/or to any other Shareholder or any of its Affiliates; provided that such Shareholder shall procure that: (a) the Company shall be given notice in writing at least five (5) Business Days prior to the proposed transfer; and (b) the proposed transferee enters into an agreement in the form attached hereto as Schedule “A”. Any Person to whom a Shareholder transfers Voting Shares and/or Convertible Securities as permitted in this Section 7.3 is referred to in this Agreement as a “Permitted Assignee” of such Shareholder.
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Related to Rights and Obligations of the Shareholders

  • Rights and Obligations of the Parties 5.2.1. The client is obliged to: 5.2.1.1. Check for an SMS at the moment of issuance of a card, by which means they will receive a pin code, or check the integrity of the envelope in which the pin code is given; 5.2.1.2. Regularly review and abide by card usage and security regulations developed by the Bank, and not allow disclosure of the card and/or pin-code to the third persons; 5.2.1.3. Reimburse those bank expenses which are related to additional service costs of VISA and Mastercard (if any); 5.2.1.4. Use the card to pay the Bank any commission fee related to card servicing (producing, renewal, including in the international stop-list, etc.) and processing card transactions consistent with the tariff established by the Bank and/or international payment systems; 5.2.1.5. Perform transactions on the card account only within the limits of the available balance. The Bank shall impose a penalty on an intentionally or erroneously overspent amount in excess of the available balance according to the tariff established by the Bank for each day of using the surcharge amount; 5.2.1.6. Promptly fill surcharged amount; 5.2.1.7. Promptly notify the Bank about loss of the card; 5.2.1.8. Shall process card payment transaction in the internet only through the web pages having secure payment certifications (web pages where MasterCard SecureCode or Verified by VISA logos are depicted, allowing for making payment with 3D security code). The bank shall bear no responsibility for the transactions of the client made at the web-pages having no secure payment certifications. 5.2.2. The client is authorized to: 5.2.2.1. At any time obtain information on transactions held at the card account and request statements reflecting such transactions. The client is authorized to become familiar with the transactions made at the card accounts in the internet banking and/or address JSC “Pasha Bank Georgia” telephone services center – contact center and/or any branch of the bank to obtain such information. Card transactions statements shall be issued in a form requested by the client in the timelines established by the bank, however no later than 2 (two) banking days after the request of the client has been made. The bank is entitled to establish the commission for issuing the transaction statement made for the card account. 5.2.2.2. Submit a justified claim on transactions performed on the card account consistent with clause 5.4 of the present agreement. 5.2.3. The client acknowledges that: 5.2.3.1. Cards produced by the Bank are equipped with contactless technology; 5.2.3.2. Throughout the territory of Georgia, contactless card transactions without a pin code are permitted to the amount of up to 100 (one hundred) GEL. The Bank does not bear responsibility and does not accept claims from clients for contactless transaction(s) performed with the card account of a client up to 100 GEL throughout Georgia (notwithstanding the number of such transactions performed with the card).

  • Rights and Obligations of Members Section 6.1

  • Rights and Obligations of the Limited Partners 8.1 Management of the Partnership. The Limited Partners shall not participate in the management or control of Partnership business nor shall they transact any business for the Partnership, nor shall they have the power to sign for or bind the Partnership, such powers being vested solely and exclusively in the General Partner.

  • Rights and Obligations of Parties The rights and obligations of each of the parties in any of the property of either or both of them whenever and wherever acquired or located; [PL 1995, c. 694, Pt. B, §2 (NEW); PL 1995, c. 694, Pt. E, §2 (AFF).]

  • RIGHTS AND OBLIGATIONS OF NWESD The NWESD Board of Directors and Superintendent agree to provide educational services pursuant to requirements of the Office of the Superintendent of Public Instruction (OSPI). All staff for the Program shall be employed by the NWESD and subject to the policies and rules and regulations of the NWESD, including regulations pertaining to RCW 28A.400.303, RCW 28A.400.322 and RCW 28A.400.330, and teacher certification as required by the State of Washington. In accordance with this Agreement, the NWESD shall: A. Operate a self-contained education program for students with specialized learning needs who manifest severe behavior challenges. B. Recruit, employ, and supervise staff required to adequately operate the Program. All staff for the Program shall be employed by the NWESD and shall be subject to the policies, rules and regulations of the Board of Directors of the NWESD. The NWESD reserves the right to delay or, if necessary, deny placement of any student where staffing capacity at the time of referral is estimated to be insufficient to adequately operate the Program upon student enrollment. C. Contract for staff each year according to the total number of students participating Districts have identified prior to March 1st, as identified in Section IV.A. When the number of students enrolled in the Program exceeds the level that can be reasonably accommodated by existing staff, additional staff may be hired as necessary. D. Contract or subcontract with any person or entity to provide services needed to operate the Program. E. Develop consistent procedures for students entering into and exiting from the Program. F. Coordinate interdistrict and interagency services and agreements required to implement educational plans and programs, including an Individual Education Program (IEP). G. Coordinate with each District for transportation, related services, and emergency services as needed to support attendance on a full-time basis. Related services for students are to be based upon IEP-designated needs. These services will be provided and paid for by each student’s resident District, unless it has been agreed upon by the IEP team that it would be more appropriate to offer these services as part of the Program. Student-specific services (e.g., 1:1 instructional aides, OT, PT, SLP, and other services) that are provided by the Program will be billed as an additional cost (including indirect charges) to the resident District of the student, unless otherwise agreed in writing. H. Coordinate Program and resident District personnel in accomplishing assessments, IEPs (to include resident District participation), and a full continuum of services for students. I. Coordinate shuttle transportation with each District during the school day between identified learning centers.