Examples of Inclusion Shares in a sentence
At any time within seven (7) days of the date of the Tag-Along Notice, Pxxx may accept the offer in the Tag-Along Notice by giving written notice to Aon, the Company and PacificNet of its acceptance (the “Inclusion Notice”) setting forth the total number of Pxxx’x shares to be purchased by the Third Party (not to exceed the Maximum Inclusion Shares) pursuant to the terms and conditions of the Third Party Offer.
The closing (the “Closing”) of the transactions contemplated by this Agreement shall occur on November 27, 2012 (the “Closing Date”) upon the issuance by NYCM of the Exchange Shares against delivery by the Inclusion Shares of all of the issued and outstanding common shares of Inclusion, as described in Section 4.01 herein.
The Inclusion Shares are free from claims, liens, or other encumbrances, and at the Closing Date said Inclusion Stockholder will have good title and the unqualified right to transfer and dispose of such Inclusion Shares.
Notwithstanding the foregoing, nothing herein shall derogate from or otherwise modify the representations and warranties of NYCM set forth in this Agreement, on which each of the Inclusion Shareholders have relied in making an exchange of his Inclusion Shares for the Exchange Shares.
NYCM, the Majority Shareholder and Inclusion understand and agree that the consummation of this Agreement including the issuance of the Exchange Shares to the Inclusion Shareholders in exchange for the Inclusion Shares as contemplated hereby constitutes the offer and sale of securities under the Securities Act and applicable state statutes.
At the Closing, Inclusion will use its best efforts to cause the Inclusion Stockholders to surrender for cancellation certificates representing the Inclusion Shares against delivery of certificates representing the Incubator Shares.