POM Shares definition
Examples of POM Shares in a sentence
To the POM Founders’ Best Knowledge, no Seller has entered into any agreements with respect to the voting rights of POM Shares, except for the Shareholders’ Agreement.
All of the outstanding POM Shares have been duly authorized, are fully paid and were issued in compliance with all applicable securities Laws.
The POM Shares are the sole outstanding shares of capital stock of POM and there are no outstanding options, warrants, agreements, commitments, conversion rights, preemptive rights or other rights to subscribe for, purchase or otherwise acquire any shares of capital stock or any un-issued or treasury shares of capital stock of POM.
POM and the POM Controlling Shareholders shall transfer at the Closing, good and marketable title to the POM Shares, free and clear of all liens, claims, charges, encumbrances, pledges, mortgages, security interests, options, rights to acquire, proxies, voting trusts or similar agreements, restrictions on transfer or adverse claims of any nature whatsoever ("Liens").
Pursuant to Section 1.1 hereinabove, (i) POM shall assign, transfer, convey and deliver the POM Shares to the Escrow Agent (as hereinafter defined); and in consideration and exchange therefor, DEAC shall; (ii) issue and deliver the number of shares of Series B Convertible Preferred Stock (the "New DEAC Shares") to POM, in such amounts as described and set forth in Schedule 1.1 hereto (collectively referred to as the "Share Exchange").
Except as set forth on Schedule 3.4 POM does not need give any notice to, make any filings with, or obtain any authorization, consent or approval of any government or governmental agency or other person in order for it to consummate the transactions contemplated by this Agreement, other than filings that may be required or permitted under states securities laws, the Securities Act and/or the Exchange Act resulting from the transfer and exchange of the POM Shares.
At Closing, POM did not have any pre-emptive rights or any other rights to acquire any POM Shares that have not been waived or exercised.
POM Controlling Shareholders are both the record and beneficial owner of its respective POM Shares as detailed on Schedule 1.3 attached hereto.
In the event the Agreement is terminated, on the date of termination, DEAC shall assign and transfer any and all ownership interest in POM Shares back to the POM Controlling Shareholders, and POM Controlling Shareholders shall assign and transfer any and all ownership interest in New DEAC Shares back to DEAC for cancellation and returned of such shares to DEAC's treasury.