MEI Shares. The term "MEI SHARES" shall mean all issued and outstanding shares of MEI Common Stock owned of record or beneficially by MTI or over which MTI exercises voting power, in each case, as of the record date for persons entitled (i) to receive notice of, and to vote at the meeting of the shareholders of MEI called for the purpose of voting on the matters referred to in Section 2.2, or (ii) to take action by written consent of the shareholders of MEI with respect to the matters referred to in Section 2.2. MTI agrees that any shares of capital stock of MEI that MTI purchases or with respect to which MTI otherwise acquires beneficial ownership or over which MTI exercises voting power after the execution of this Agreement and prior to the date of termination of this Agreement pursuant to Section 7 below shall be subject to the terms and conditions of this Agreement to the same extent as if they constituted MEI Shares on the date hereof.
MEI Shares. On and subject to the terms and conditions of this Agreement, Buyer agrees to purchase from each of Selling Shareholders, and each of Selling Shareholders agrees to sell to Buyer, all of his or its MEI Shares for the consideration specified in this Section 2.
MEI Shares. All of the MEI Shares have been duly authorized and are validly issued and outstanding, fully paid and nonassessable. Each Selling Shareholder holds of record, owns beneficially and has good title to the number of MEI Shares set forth next to his or its name in Section 4(b) of the Disclosure Schedule, free and clear of any restrictions on transfer (other than restrictions under the Securities Act and state securities laws), taxes, Security Interests (without giving effect to the exceptions contained in the defined term "Security Interests"), options, warrants, purchase rights, contracts, commitments, equities, claims, and demands that shall survive Closing. No Selling Shareholder is a party to any option, warrant, purchase right, preemptive right, subscription right or similar rights of any kind that are convertible into or exchangeable for MEI Shares or other contract or commitment that could require such Selling Shareholder to sell, transfer, or otherwise dispose of any capital stock of MEI (other than this Agreement) that shall survive Closing. No Selling Shareholder is a party to any voting trust, proxy, or other agreement or understanding with respect to the voting of any capital stock of MEI that will survive Closing. All dividends, distributions and redemptions made or to be made with respect to the shares of MEI capital stock at or prior to Closing have complied or will comply with applicable law.
