FM Shares definition
Examples of FM Shares in a sentence
The exchange of the FM Shares has been duly authorized, and the FM Shares have been validly issued and are fully paid and nonassessable.
No holder of FM Shares or any other Equity Security of FM or any other Person is entitled to any preemptive right, right of first refusal or similar right as a result of the issuance of the FM Shares, the transactions contemplated hereby or otherwise.
There are no options, rights, voting trusts, shareholder agreements or any other contracts or understandings to which such FM Shareholder is a party or by which such FM Shareholder or such FM Shareholder's FM Shares are bound with respect to the issuance, sale, transfer, voting or registration of such FM Shareholder's FM Shares.
At the Closing Date, YCNG will acquire good, valid and marketable title to such FM Shareholder's FM Shares free and clear of any and all Liens.
Such FM Shareholder owns, either of record or has beneficial ownership as of the date of this Agreement, and has good, valid and indefeasible title to and the right to transfer to YCNG pursuant to this Agreement, such FM Shareholder's FM Shares free and clear of any and all Liens.
Neither FM nor any FM Shareholder has any legal obligation, absolute or contingent, to any other Person to sell, encumber or otherwise transfer FM, FM Shares, or FM's business (in whole or in part), or effect any merger, consolidation, combination, share exchange, recapitalization, liquidation, dissolution or other reorganization involving FM, or to enter into any agreement with respect thereto.
At the Closing, each FM Shareholder shall transfer to YCNG the number of FM Shares held by each such FM Shareholder, and, in consideration therefor, YCNG shall issue to such FM Shareholder the number of Exchange Shares to which each such FM Shareholder is entitled (the "Exchange"), which issuance by YCNG shall be effected by delivery of stock certificates representing the Exchange Shares to the FM Shareholders within seven (7) days following the Closing.
There shall not have been made or threatened by any Person any claim asserting that such Person (a) is the holder of, or has the right to acquire or to obtain beneficial ownership of the FM Shares or any other stock, voting, equity, or ownership interest in, FM, or (b) is entitled to all or any portion of YCNG Shares.
On the Closing Date, immediately before the consummation of the Share Exchange, the entire authorized capital stock of FM consisted of 10,000 Ordinary Shares, at par value of NIS1.00, of which 100 Ordinary Shares are held by FRMB and constitute all of the FM Shares, commitments and conversion rights for equity of FM which will be issued and outstanding.
Other than the F&M Shares, F&M has no other class of stock authorized.