Examples of MIC Shares in a sentence
Without limiting the foregoing, each of IHC and MIC shall take such further actions and execute such additional documents and instruments as necessary or desirable to affect the transfer of the IHC Shares and MIC Shares, respectively, to Acquisition Co.
When at any time the Financial Asset underlying any Security Entitlement owned by the Limited Recourse Pledgor in respect of the MIC Shares pursuant to Section 7(e) is credited to a Controlled Securities Account, the Transaction Lien on such Security Entitlement will be perfected, subject to no prior Liens or rights of others (except Liens that are Permitted Liens).
The purchase price for the MIC Shares, the MWH Interest and the MWH II Shares is an amount equal to $1,050,000,000, which includes the Target Net Working Capital and the Target Indebtedness (the “Base Purchase Price”), as adjusted under Section 2.6 (that amount, as adjusted, the “Purchase Price”) and will be allocated between MIC, MWH and MWH II as set forth on Schedule 2.3.
The MIC Shares consist of 1,000 shares of Common Stock, no par value, represent all of the issued shares of capital stock of the Company, have been duly and validly authorized and issued, and are fully paid and nonassessable.
The MIC Shares consist of 1,000 shares of Common Stock, no par value, representing all of the issued shares of capital stock of MIC, have been duly and validly authorized and issued, and are fully paid and nonassessable.
MIC hereby contributes, sells, assigns, transfers, conveys and delivers to Acquisition Co., and Acquisition Co. hereby accepts, all MIC’s rights, title and interest in and to the MIC Shares, pursuant to the terms and conditions set forth in this Agreement.
Sellers desire to sell to Buyer, and Buyer desires to purchase from Sellers, the MWH Interest, the MWH II Shares (as defined below) and the MIC Shares (as defined below).
If at any time the Limited Recourse Pledgor acquires any certificate in respect of the Pledged MIC Shares representing a Pledged Certificated Security, the Limited Recourse Pledgor will promptly deliver such certificate to the Agent as Collateral hereunder.
Buyer is purchasing the MIC Shares, the MWH II Shares and the MWH Interest for its own account as an investment without the present EXECUTION VERSION intent to sell, transfer or otherwise distribute the MIC Shares, the MWH II Shares or MWH Interest to any other Person.
The Purchaser acknowledges that this Agreement is being made in reliance upon the Private Agreement Exemption which requires, among other things, that no bid or offer to acquire have been made generally to holders of MIC Shares, and represents and warrants that it has not made any such bid or offer to acquire generally to holders of MIC Shares.