Examples of MG Member in a sentence
Each MG Member acknowledges that the certificate(s) representing such MG Member’s pro rata portion of the SMGI Shares shall be conspicuously set forth on the face or back thereof a legend in substantially the following form: “THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.
Each MG Member owns, beneficially and of record, good and marketable title to the MG Interests set forth opposite such MG Member’s name in Column I on Schedule I attached hereto, free and clear of all security interests, liens, adverse claims, encumbrances, equities, proxies, options or stockholders' agreements.
Each MG Member represents that such person has no right or claims whatsoever to any MG Interests, other than membership interests listed opposite such MG Member’s name in Column I on Schedule I.
In this regard, each MG Member is familiar with Rule 144 promulgated under the Securities Act, as currently in effect, and understands the resale limitations imposed thereby and by the Securities Act.
This Agreement has been duly and validly executed and delivered by each MG Member and constitutes a valid and binding agreement of each MG Member, enforceable against each MG Member in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency or other similar laws affecting the enforcement of creditors' rights generally or by general principles of equity.
This Agreement may not be terminated after completion of the Closing, except by mutual agreement of the MG Member and Buyer.
Any such amounts paid over to the Seller shall be deemed to have been distributed to the Iconix Member and then paid to the MG Member as an Iconix Payment in accordance with Section 3.07 of the Operating Agreement.
Each MG Member acknowledges that the SMGI Shares will not be registered pursuant to the Securities Act of 1933, as amended (the “Securities Act”) or any applicable state securities laws, that the SMGI Shares will be characterized as "restricted securities" under federal securities laws, and that under such laws and applicable regulations the SMGI Shares cannot be sold or otherwise disposed of without registration under the Securities Act or an exemption therefrom.
Upon the terms and subject to the conditions hereof, at the Closing the MG Member will sell, convey, assign, transfer and deliver to Buyer membership interest certificates representing the MG Interests and will assume all obligations of MG unless specifically excluded herein, and Buyer will: (i) deliver 1,408,276 shares of common stock of SMG Industries Inc.
Equipment rinsate samples will also be collected at a frequency of 10% of groundwater samples.