Examples of New TMM Units in a sentence
In the event that no New TMM Units remain exchangeable for shares of Class A Common Stock, the Class B Common Stock will be transferred to the Corporation and thereupon shall be retired.
In the event that any outstanding share of Class B Common Stock shall cease to be held by a holder of New TMM Units, such share shall automatically and without further action on the part of the Corporation or any holder of Class B Common Stock be transferred to the Corporation and thereupon shall be retired and cease to be outstanding and may not be reissued by the Corporation.
Mr. Brady has no voting or investment power over and disclaims beneficial ownership of the New TMM Units and shares of Class B common stock held by the Oaktree Holding Vehicle.
Conditions of Sale All prospective Buyers should ensure that they have read and understood the Conditions of Sale as printed in this catalogue.The act of bidding will be taken as acceptance of these conditions.
The Company shall use its reasonable best efforts to keep the Exchange Registration Statement continuously effective under the Securities Act until the date as of which no Manager holds Class B Common Stock or New TMM Units.
The rights of a Holder hereunder may be assigned (but only with all related obligations as set forth below) in connection with a Transfer of New TMM Units, shares of Class B Common Stock or Registrable Securities effected in accordance with the terms of the Limited Partnership Agreement of TMM Holdings II Limited Partnership and this Agreement to a Permitted Transferee of that Holder.
At such time as the Company first becomes eligible to file a Registration Statement on Form S-3, the Company shall as promptly as practicable file with the SEC and use reasonable best efforts to cause to be promptly declared effective under the Securities Act a Registration Statement (“Exchange Registration Statement”) for the Exchange of all of the shares of Class B Common Stock together with all of the New TMM Units held by the Managers for shares of Class A Common Stock.
The parties each acknowledge and agree that no shares of Class B Common Stock may be Transferred or issued unless a corresponding number of New TMM Units are Transferred or issued therewith (including any transfers or issuances of shares of Class B Common Stock held in treasury or otherwise, by the Company or any of its subsidiaries) and that the Company will not register any Transfers of shares of Class B Common Stock that do not satisfy this Section 4.5.
As required by the Code and the Treasury Regulations, the parties shall report any Exchange consummated hereunder as a taxable sale of the New TMM Units and shares of Class B Common Stock by a Holder to the Corporation, and no party shall take a contrary position on any income tax return or amendment thereof unless an alternate position is permitted under the Code and Treasury Regulations and the Corporation consents in writing.
To the extent New TMM issues New TMM Units in the future, then the holder of such New TMM Units shall have the right to execute and deliver a joinder to this Agreement, substantially in the form of Exhibit B hereto, whereupon such holder shall become a Holder hereunder.