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.
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.
In consideration of the contribution by MIC of the MIC Shares, Acquisition Co. hereby issues and delivers to MIC 623 shares of Holdings Common Stock and shall record such issuance on the shareholder records of Acquisition Co. contemporaneous with the consummation of this Agreement.
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.
As of the Closing Date, the Limited Recourse Pledgor holds all such MIC Shares directly in uncertificated form and such MIC Shares are “uncertificated securities” within the meaning of the STA and the UCC.
There is no commitment to issue, sell or transfer any MIC Shares, or subscriptions, warrants, options, convertible or exchangeable securities or other such rights or to distribute to holders of the MIC Shares, any evidence of indebtedness or asset, except as contemplated by this Agreement.
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 Borrower’s Agent shall pay (or shall procure the payment) to the Arranger for its own account an arrangement fee in the amount and on the date agreed in the Fee Letter.
Subject to and in accordance with the terms of this Agreement, Sellers agree to sell, assign, transfer, convey and deliver the MIC Shares, the MWH Interest and the MWH II Shares to Buyer, and Buyer agrees to purchase and accept from Sellers, all of Sellers’ right, title and interest in and to the MIC Shares, the MWH Interest and the MWH II Shares, for the consideration specified in Section 2.3.
The MIC Shares are owned directly by the Company and are free and clear of any claim, lien, security interest, mortgage, pledge, charge or other encumbrance of any nature whatsoever other than the lien of the Prior Pledge and the Pledge Agreement.