Southern Entity definition
Examples of Southern Entity in a sentence
Payments under this Agreement shall not be considered wages, salaries or compensation under any other employee benefit plan of the Company or any other Southern Entity.
For purposes of this Section 1(f), “Misconduct” shall mean (i) the final conviction of any felony, or (ii) the carrying out of any activity or the making of any public statement which materially diminishes the good name and standing of any Southern Entity or materially and untruthfully brings one or all of the Southern Entities into contempt, ridicule or materially and reasonably shocks or offends the community in which a Southern Entity is located.
The Southern Entity Shares will be acquired by the Purchaser for its own account without a view to a distribution or resale thereof.
Upon the delivery of the Southern Entity Shares as provided in Section 1.15(b)(i), the Purchaser will acquire record and beneficial ownership of the Southern Entity Shares, free and clear of any Lien or Encumbrance (other than any Liens or Encumbrances created by the Purchaser and any restrictions on the transferability by the Purchaser of the Southern Entity Shares under applicable securities Laws).
No Southern Entity has or is bound by any outstanding subscriptions, options, warrants, calls, commitments or agreements of any character calling for the purchase or issuance of any shares of capital stock of such Southern Entity or any other equity security of such Southern Entity or any securities representing the right to purchase or otherwise receive any shares of capital stock of such Southern Entity or any other equity security of such Southern Entity.
All of the Southern Entity Shares have been duly authorized and validly issued and are fully paid, nonassessable and free of preemptive rights, with no personal liability attaching to the ownership thereof.
The Parent and the Purchaser shall equally share liability for all Transfer Taxes incurred as a result of the purchase of the Southern Entity Shares as set forth in Section 4.11(d).
Each Stock Seller is the record and beneficial owner of all of the Southern Entity Shares being sold by it hereunder, free and clear of any Lien or Encumbrance (other than restrictions on transferability under applicable securities Laws).
Except as disclosed in Section 2.02(l)(iii) of the Disclosure Schedule, no Southern Entity owns or leases any Real Property.
The Purchaser understands that the Southern Entity Shares may only be sold or otherwise disposed of by the Purchaser pursuant to a registration or an exemption therefrom under the Securities Act, and any other applicable securities Laws.