Examples of MCC Shares in a sentence
Sellers acknowledge that MCC Shares shall be subject to additional restrictions as set forth in the Investors’ Rights Agreement.
Each certificate representing MCC Shares covered by this Agreement (if such shares are certificated) shall be stamped or otherwise imprinted with a legend in substantially the following form: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES OR BLUE SKY LAWS.
Neither Purchaser nor any person acting on its behalf has taken any action (including any offering of any securities of Purchaser under circumstances which would require integration of such offering with the offering of any MCC Shares to be issued pursuant to this Agreement under the Securities Act) which might subject the offering and issuance of any of the MCC Shares to the Sellers pursuant to this Agreement to registration requirements of the Securities Act.
The Parties acknowledge and agree that the MCC Shares to be issued pursuant to this Clause 3 will not, at the time of issuance, be registered under the Securities Act, or under any state securities Laws, and are being offered and sold in reliance upon United States federal and state exemptions for transactions not involving any public offering.
If, between the Signing Date and the Closing Date, there is a change in the number of outstanding MCC Shares by reason of a reclassification, recapitalization, stock split, split-up, stock dividend, combination or exchange of shares with respect to, or rights issued in respect of, shares of MCC Shares, the Stock Value shall be appropriately adjusted to provide to the Parties the same economic effect as contemplated by this Agreement prior to such event.
The Parties acknowledge that upon the transfer of MCC Shares by Buyer to Sellers or their designated entity, Buyer shall be deemed to have fulfilled its obligation to transfer MCC Shares in favor of the Sellers with respect to all the Sellers.
Under the terms of the Asset Purchase Agreement and the Asset Sale Order, the MCC Shares were conveyed free and clear of Liens, Claims, and encumbrances with such Liens, Claims and encumbrances to attach to the Sale Proceeds pursuant to section 363(f) of the Code (the "Replacement Lien").
On the Business Day prior to the Closing Date, Purchaser shall prepare in good faith and deliver to the Company a certificate signed by the chief financial officer or other executive officer of Purchaser setting forth (y) the number of MCC Shares issued and outstanding as of the close of business two (2) Business Days prior to the Closing Date, and (z) a - 21 - calculation of the number of MCC Shares to be included in the Stock Purchase Price and the amount of the Preliminary Cash Purchase Price.
The price received in each transaction was the market price of the MCC Shares and was received in cash on settlement.
As a result, by the submission of a rate offer(s) in accordance with this RFO and its FI, the submitting TSP certifies that it possesses the ability to respond electronically via TMSS to all shipments booked on-line.