Adira Shares definition
Examples of Adira Shares in a sentence
The Adira Shareholder was not in the United States at the time the offer to exchange the Adira Shares for AMG Shares was received or at the time this Agreement was executed.
No Person (other than AMG) has any agreement, option or right, present or future, contingent, absolute or capable of becoming an agreement, option or right, or which with the passage of time or the occurrence of any event could become an agreement, option or right, to require the Adira Shareholder to, sell, transfer, assign or otherwise dispose of any of the Adira Shares owned by the Adira Shareholder.
The Adira Shareholder has good right, full power and absolute authority to assign, sell and transfer its respective Adira Shares to AMG in accordance with the terms of this Agreement, free of all Liens.
The Adira Shareholder is the registered legal and beneficial holder of the number of Adira Shares as set beside his name in List of Adira Shareholders attached as Schedule A hereto as of the date of this Agreement with good and marketable title thereto, free and clear of all Liens.
The Adira Shareholder is not a “U.S. Person” as defined by Regulation S of the Securities Act, as set forth below, and is not acquiring the Adira Shares for the account or benefit of a U.S. Person.
The Adira Shareholder is the registered legal and beneficial holder of the number of Adira Shares as set beside the name of the Adira Shareholder in List of Adira Shareholders attached as Schedule A hereto as of the date of this Agreement with good and marketable title thereto, free and clear of all Liens.
Adira has no reserved securities or other securities outstanding other than the Adira Shares and the Adira Warrants.
There are no shareholders’ agreements, pooling agreements, voting trusts or other similar agreements with respect to the ownership or voting of any of the Adira Shares to which Adira is a party or otherwise to the knowledge of Adira.
Other than the Adira Warrants, there are no outstanding securities of Adira that are convertible, exchangeable or redeemable into Adira Shares.
Other than as set forth in Schedule B, there are no shareholders’ agreements, pooling agreements, voting trusts or other similar agreements with respect to the ownership or voting of any of the Adira Shares.