SHW Shares definition
Examples of SHW Shares in a sentence
In the event of a liquidation of both ▇▇▇▇ Macau and the Company, the Class B Shares shall be entitled to a liquidation preference of any amount required to be contributed to the Company by ▇▇▇▇, SHW, or any owner or owners from time to time of any of the SHW Shares pursuant to this Section 5.11.
SHW hereby undertakes to the Company and Wynn International that, in accordance with, and subject to, the terms and conditions of this Agreement, including, without limitation, Sections 2.3 and 2.4, it will (i) subscribe for the one hundred ninety-five (195) SHW Shares not currently owned by ▇▇▇▇, and (ii) pay the SHW Subscription Amount.
This obligation shall run with the SHW Shares and shall not be extinguished by any Transfer of the SHW Shares or any interest therein.
At the Closing (i) ▇▇▇▇ shall transfer to SHW the one (1) Class A Share currently owned by him, (ii) the Company shall deliver to SHW one (1) or more share certificates issued in the name of SHW representing the SHW Shares, duly executed by the Company, and (iii) SHW shall deliver to the Company payment of the SHW Subscription Amount in accordance with Section 2.4(a).
For the avoidance of doubt, the obligations imposed by this Section 5.11 shall be joint and several and shall apply not only to ▇▇▇▇ and SHW, but also to any Transferee, owner, or owners of any SHW Shares or any interest therein at any time and from time to time and such obligations shall only be satisfied after all amounts described in (A) and (B) of the immediately preceding sentence have been contributed to the capital of the Company.
WCS legally and beneficially owns all of the WRMSA Shares and all of the SHW Shares, in each case free and clear of all security interests, liens, claims, or encumbrances, except as required by this Agreement, the WRMSA Shareholders’ Agreement, the WRMHL Shareholders’ Agreement, and the WRMSA Option Agreement.
At the Closing, SHW shall pay to the Company in exchange for the SHW Shares the entire SHW Subscription Amount, by registered or certified bank check or wire transfer of immediately available funds, to the account or accounts designated by the Company.