Examples of CS Shares in a sentence
The Shareholder is both the record and beneficial owner of the CS Shares as set forth on Schedule I opposite the Shareholder’s name, and all of the CS Shares represent all of the capital stock of CS.
The consideration that Buyer shall pay Seller or its Affiliates for the CS Shares and the UK Shares shall be an amount equal to (a) Ninety-Two Million U.S. Dollars (U.S. $92,000,000), plus (b) the Base Final Cash, less (c) the amount, if any, by which the Base Final Net Working Capital is less than the Base Target Net Working Capital, plus (d) the amount, if any, by which the Base Final Net Working Capital is greater than the Base Target Net Working Capital.
The Purchase Price shall be allocated among the CS Shares, China Shares and UK Shares in the manner set forth on Disclosure Schedule 2.8. In the event an adjustment to the Purchase Price is made pursuant to Section 2.6, Section 2.7 or otherwise under this Agreement, the allocation of the Purchase Price will be revised to allocate such adjustment based upon the Company to which such adjustment is attributable.
There is no pending action against the Shareholder or CS that involves the CS Shares or CS or that challenges, or may have the effect of preventing, delaying or making illegal, or otherwise interfering with, any of the transactions contemplated by this Agreement or the business of CS and, to the knowledge of the Shareholder, (a) no such action has been threatened, and (b) no event or circumstance exists that is reasonably likely to give rise to or serve as a basis for the commencement of any such action.
On the Closing Date (as hereinafter defined) and upon the terms and subject to the conditions set forth in this Agreement, the Shareholders shall assign, transfer, convey and deliver the CS Shares to MYHI and, in consideration and exchange for the CS Shares, MYHI shall issue, transfer, convey and deliver the MYHI Shares to the Shareholders in the allocations set forth on Schedule I as set forth in Section 1.2.
The Shareholder has and shall transfer at the Closing, good and marketable title to the CS Shares set forth on Schedule I opposite the Shareholder’s name, free and clear of all liens, claims, charges, encumbrances, pledges, mortgages, security interests, options, rights to acquire, proxies, voting trusts or similar agreements, restrictions on transfer or adverse claims of any nature whatsoever, excepting only restrictions on future transfers imposed by applicable law.
Other than the CS Shares, there are no other shares of capital stock outstanding or issuable.
The issued and outstanding CS Shares are validly issued, fully paid, and non-assessable and were not issued in violation of the preemptive or other rights of any person.
Assignment to MYHI of the CS Shares in such form as reasonably acceptable to MYHI.
Xxxxxxxx is receiving the CS Shares for his own account for investment and not with a view toward or for sale in connection with any distribution thereof, or with any present intention of distributing or otherwise transferring the CS Shares.