MTS Shares definition
Examples of MTS Shares in a sentence
TMO covenants, agrees and undertakes to Sistema not to offer to sell or sell or otherwise dispose of or encumber any ISH Shares (except as for the transfer from TMO to Smaragd as contemplated under this Agreement) or MTS Shares representing the Underlying Shares (or agree to do any of the aforementioned) prior to the expiry of the Call Option pursuant to Section 2.3 hereof.
TMO and Smaragd are not a party to any option, warrant, purchase right, or other contract or commitment that could require them to sell, transfer, or otherwise dispose of any MTS Shares or ISH Shares (other than pursuant to this Agreement).
The Articles of Incorporation of HoldCo shall provide that beginning on the first anniversary of the Effective Date and continuing until the fourth anniversary of the Effective Date, MTS shall have the right to require HoldCo to redeem all, but not less than all, of the MTS Shares by delivery of a written notice of redemption to HoldCo. Such notice may be delivered not more than thirty (30) days before the first anniversary of the Effective Date.
Should any deed, conveyance, or instrument of any nature be required from Borrower by any Trustee or substitute Trustee to more fully and certainly vest in and confirm to the Trustee or substitute Trustee such estates, rights, powers, and duties, then, upon request by the Trustee or substitute Trustee, any and all such deeds, conveyances and instruments shall be made, executed, acknowledged, and delivered and shall be caused to be recorded and/or filed by Borrower.
Upon the terms and subject to the conditions hereof, at the Closing (as hereinafter defined) the Shareholder will sell, convey, assign, transfer and deliver to the Company stock certificates representing the number of MTS Shares set forth opposite his name on Exhibit "A" hereto, and the Company will issue to the Shareholders in exchange for the MTS Shares, stock certificate(s) representing an aggregate of 5,750,000 shares of its common stock (the "Company Shares") as set forth on Exhibit "A" hereto.
The Shareholder owns, beneficially and of record, good and marketable title to the MTS Shares set forth opposite his name on Exhibit "A" hereto, free and clear of all security interests, liens, adverse claims, encumbrances, equities, proxies, options or Shareholders' agreements.
At the Closing, the Shareholder will convey to the Company good and marketable title to the MTS Shares set forth opposite his name on Exhibit "A" hereto, free and clear of any security interests, liens, adverse claims, encumbrances, equities, proxies, options, shareholders' agreements or restrictions.
After the expiration of the Sale Limitation Period, in the event that MTS decides to transfer any of the MTS Shares, MTS shall offer in writing to sell such shares to HoldCo on the same terms and conditions, including price, at which MTS would sell such shares to any other Person (the “Offer”).
In the event that MTS decides to sell any of the MTS Shares to more than one Person, the provisions of this Section 1.8 shall apply with respect to each separate proposed transfer.
The Redemption Price for such MTS Shares shall be paid by a wire transfer of immediately available funds to an account designated by MTS.