Examples of AMG Shares in a sentence
In the event that the General Partner elects to pay all or any portion of a Purchase Price by the delivery of AMG Shares, the number of AMG Shares required to be delivered by the General Partner shall be equal to the quotient obtained by dividing (i) that portion of the Purchase Price to be paid in AMG Shares by (ii) the Average AMG Stock Price.
Each of the Adira Shareholders acknowledges and agrees that AMG is a “shell company” as defined under the U.S. Securities Act and, as a consequence, the Adira Shareholders will not be entitled to resell any of the AMG Shares issued to them on Closing in the United States within the period of one year following the date that AMG files “Form 10 Information”, as defined in Rule 144 under the U.S. Securities Act, with the United States Securities and Exchange Commission.
Based upon and subject to the accuracy of the representations in the Subscription Agreement, and assuming each Person who receives such AMG Shares pursuant to this Agreement has duly executed and delivered and is bound by a Subscription Agreement, and subject to receipt of consideration therefor, upon issuance pursuant to this Agreement of the AMG Shares, such AMG Shares shall be issued in compliance with the federal securities laws and the state securities laws of the Commonwealth of Massachusetts.
The Adira Shareholder acknowledges that AMG has no obligation to register the resale of any of the AMG Shares by the Adira Shareholder pursuant to the U.S. Securities Act.
As such, the Adira Shareholder acknowledges that the AMG Shares may not be offered, resold, pledged or otherwise transferred except through an exemption from registration under the U.S. Securities Act or pursuant to an effective registration statement under the U.S. Securities Act and in accordance with all applicable state securities laws and the laws of any other jurisdiction.
The Adira Shareholder agrees to execute and deliver on Closing an Escrow Agreement with respect to the AMG Shares to be issued to the Adira Shareholder on Closing.
Each Adira Shareholder agrees that AMG may require the opinion of legal counsel reasonably acceptable to AMG in the event of any offer, sale, pledge or transfer of any of the AMG Shares by the Adira Shareholder pursuant to an exemption from registration under the U.S. Securities Act.
As such, each Adira Shareholder acknowledges that the AMG Shares may not be offered, resold, pledged or otherwise transferred except through an exemption from registration under the U.S. Securities Act or pursuant to an effective registration statement under the U.S. Securities Act and in accordance with all applicable state securities laws and the laws of any other jurisdiction.
Each Adira Shareholder agrees that AMG may refuse to register any transfer of the AMG Shares not made in accordance with the provisions of Regulation S of the U.S. Securities Act, pursuant to registration under the U.S. Securities Act, pursuant to an available exemption from registration.
The Adira Shareholder agrees that AMG may refuse to register any transfer of the AMG Shares not made in accordance with the provisions of Regulation S of the U.S. Securities Act, pursuant to registration under the U.S. Securities Act, pursuant to an available exemption from registration.