Examples of Splitco Shares in a sentence
This Amendment shall be binding upon, inure to the benefit of, and be enforceable by, the parties hereto and their respective successors and permitted assigns, including, in the case of any Xxxxxx, any trustee, executor, heir, legatee or personal representative succeeding to the ownership of the Xxxxxx Liberty Shares, Xxxxxx Splitco Shares and Member Shares (and any other Xxxxxx Holdings Shares) (including upon the death, disability or incapacity of any Xxxxxx).
There will, as of the Closing, be no shares of capital stock of Splitco issued or outstanding other than the Splitco Shares.
In the event of any stock split, stock dividend or other change in the capital structure of Splitco affecting the Splitco Common Stock, the number of shares of Splitco Common Stock constituting the FNF Splitco Shares shall be adjusted appropriately, and this Agreement and the obligations hereunder shall be deemed amended and shall attach to any additional shares of Splitco Common Stock.
Splitco and FNF desire to enter this Agreement in order to set forth certain obligations of FNF relating to Splitco, the Splitco Common Stock and the FNF Splitco Shares following the date hereof.
The GE Entities understand and agree that they may not sell or dispose of any of the Splitco Shares other than pursuant to a registered offering in compliance with, or in a transaction exempt from, the registration requirements of the applicable securities Laws.
The GE Entities have sufficient knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risks of its investment in the Splitco Shares, and are capable of bearing the economic risks of such investment, including a complete loss of their investment in the Splitco Shares.
As of the Closing, there shall be no outstanding subscriptions, options, warrants, puts, calls, agreements or other rights of any type or other securities of Splitco other than the Splitco Shares.
As of the Closing, SES shall have the sole, absolute and unrestricted right, power and capacity to assign and transfer all of the Splitco Shares to the GE Entities.
The Splitco Shares are being acquired by the GE Entities for their own account and without a view to the public distribution or sale of the Splitco Shares or any interest in them.
Upon delivery to the GE Entities of the certificates representing the Splitco Shares at the Closing, the GE Entities will acquire good and valid title to such shares, free and clear of any Encumbrances other than Encumbrances created by the GE Entities or any of their respective Subsidiaries.