Mission Shares definition
Examples of Mission Shares in a sentence
In the event that Mission fails to repurchase the Mission Shares and subject to the condition that the rights of first refusal with respect to the Mission Shares are either waived or not exercised in a timely fashion, and subject to the terms and conditions of Section 9.4, Limco agrees to sell and Calavo agrees to purchase the Mission Shares, free and clear of all liens, encumbrances or claims of others, for a cash purchase price of $5,474,520.
In order to facilitate such potential negotiations, Limco and Calavo have agreed that if Mission fails to repurchase the Mission Shares from Limco, Calavo and Limco may postpone the sale of the Mission Shares by Limco to Calavo for a limited period of time.
Limco represents and warrants to Calavo that (i) Limco owns the Mission Shares free and clear of all liens, security interests and other encumbrances, and has the right to sell the Mission Shares to Calavo on the terms described in this Agreement, subject to the rights of first refusal set forth in the Shareholder Agreement dated June 5, 1990, and (ii) to Limco’s knowledge, the Mission Shares constitute 20.7% of the outstanding capital stock of Mission Produce, Inc.
Calavo and Limco acknowledge and agree that the Mission Shares are subject to certain rights of first refusal set forth in a Shareholder Agreement dated June 5, 1990 and may not be sold unless both the issuer, Mission and its shareholders waive or fail to exercise their respective rights of first refusal and the merger or other business combination transaction have not been agreed to by Calavo and Mission.
After providing notice to Calavo pursuant to Section 9.4 hereof designating the Misison Closing Date, Limco shall deliver to Mission a letter signed by Limco setting forth the purchase price and all relevant terms for the purchase of the Mission Shares by Calavo, and notifying Mission that the option periods with respect to the rights of first refusal for the Mission Share have commenced.
Accordingly, Limco may, in its sole discretion, postpone the closing for the purchase and sale of the Mission Shares (the “Mission Closing”) to a date not later than 180 days following the Initial Closing Date designated by Limco to Calavo in writing not less than 75 days in advance (the “Mission Closing Date”).
Subject to the conditions to closing set forth herein, the consummation of the transactions contemplated by this Agreement (other than the sale of the Mission Shares) shall be effected at a closing (the “Initial Closing”) at 10:00 a.m., Pacific Daylight Savings Time, on a date, agreed to by Calavo and Limco that is not more than 5 days following the satisfaction or waiver of the Initial Closing conditions described in Articles 14 and 15.
Mission has entered into an agreement to repurchase the Mission Shares from Limco on or before June 15, 2005.
However all or certain of the Mission Shares remain subject to an Escrow Agreement dated January 4, 2005 that requires, among other things, that the Mission Shares still subject to the escrow provided therein may not be transferred prior the their release from such escrow.
Accordingly, to the extent that the Mission Shares cannot be transferred by KEL Amalco at or immediately prior to Closing without breaching such escrow, Purchaser shall cause KEL Amalco (or its successor) to hold such Mission Shares as provided in this Clause 7.4.