Examples of MAC Trusts in a sentence
Cargill may deem any Sale Notice delivered by the MAC Trusts (acting jointly) to constitute the “Stockholder Notices” (as defined in Article IV, Xxxxxxx 00, Xxxxxxxxx X of Cargill’s certificate of incorporation) of each of the MAC Trusts with respect to the transfer by such MAC Trust of the portion of the Sale Shares to be sold to Cargill by such MAC Trust as set forth in the Sale Notice, unless such transfer is permitted under Article IV, Section 10, Paragraph A of Cargill’s certificate of incorporation.
The MAC Trusts may request that M Holdings purchase from the MAC Trusts a number of shares of M Holdings Stock equal to the excess of 49.5 million over the aggregate shares of M Holdings previously transferred by the MAC Trusts.
Notwithstanding the foregoing, Cargill shall not be required to purchase any shares of Cargill Common Stock from the MAC Trusts pursuant to this Section 6.2(c) if any MAC Trust shall have breached or failed to perform in any material respect any of its representations, warranties, covenants or other obligations set forth in the Transaction Documents.
This Agreement is not intended to and shall not confer upon any Person, other than the parties hereto any rights or remedies hereunder; provided, that Mosaic and M Holdings shall be express third party beneficiaries of, and may rely upon, the representations of the MAC Trusts set forth in Sections 3.2(g) and 3.2(h) of this Agreement and enforce the covenants set forth in Section 4.2 and the proviso in the next sentence.
Such notice shall set forth the number of Registrable Securities each of the MAC Trusts requested be included in the Released Share Offering or, in the case of any Released Share Offering Election, the number of Registrable Securities proposed by the Company to be offered for sale in the Released Share Offering.
In place of the obligations (if any) of the Company and Mosaic to consummate a Fourth Formation Offering pursuant to Section 2.1(e), the Company shall have the option (exercisable in its sole discretion), to repurchase (the “Optional Repurchase”), out of funds legally available therefor, from the MAC Trusts (with the allocation amongst the MAC Trusts of such shares to be repurchased to be determined by the MAC Trusts) the Optional Repurchase Shares at the Optional Repurchase Price.
Cargill shall have delivered to the MAC Trusts the Accompanying D&P Report at least ten (10) Business Days prior to the Closing Date (so long as the MAC Trusts have each signed the release described in the last section of Section 4.1(a) hereof).
If the MAC Trusts decline or otherwise fail to deliver a Released Share Request to the Company during any Demand Period, the Company will have the right, in its sole discretion, to effect a Released Share Offering in accordance with this Section 2.4 (the exercise of such right by the Company, a “Released Share Offering Election”).
The MAC Trusts (acting jointly) shall have the right to elect to sell to Cargill a number of shares of Cargill Common Stock equal to four hundred million dollars ($400,000,000.00) divided by the Cargill Share Value (such shares, the “Sale Shares”) by delivering to Cargill of a written notice of such election (a “Sale Notice”) within ten (10) Business Days after receipt of the Cargill Share Value Notice (the “Sale Election Period”).
Mr. Hlad and Mr. DeGaetano have complained to the Mayor about the records requests and that they are being harassed and retaliated against by Mr. Svab for their participation in investigations related to Mr. Svab’s conduct as the Finance Director.