Examples of SPV Shares in a sentence
All SPV Shares are validly issued and outstanding, fully paid, and non-assessable.
The Partnership owns, beneficially and of record, and has good, valid, and marketable title to all of the SPV Shares, free and clear of any and all Encumbrances.
Any stamp duties or other transfer or similar Taxes payable to any Governmental Authority in relation to the transfer of the SPV Shares to the Buyer shall be borne by the Buyer.
Each of EIAC and the Buyer shall have received the required affirmative votes from its stockholders in favor of the Merger and the purchase of the SPV Shares as contemplated hereby.
Notwithstanding any provision of this Agreement to the contrary, Buyer or any of its nominated subsidiaries also shall have exclusive authority to make a Section 338 Election in respect to the acquisition of the SPV Shares hereunder and to prepare and file or cause to be prepared and filed all Tax Returns in connection therewith.
It is to ensure that the number of SPV Shares will be the same as the number of Shares held by the Scheme Shareholders when the Scheme becomes effective.
Upon the Scheme becoming effective, the Offeror will transfer all such fully paid-up SPV Shares to the Independent Shareholders.
A method for prioritizing alternatives based on a set of evaluation criteria derived through a cooperative effort with the Planning Team should be identified.
When the total number of Shares held by the Scheme Shareholders is ascertained before the Scheme becomes effective, the Offeror will subscribe for further SPV Shares at par value (if there is a par value) and fully pay for such shares.
At the Closing, (i) XX Xxxx Kong shall deliver to the Purchaser a duly executed instrument of transfer evidencing the sale of the Company Shares to the Purchaser, in the form provided by the transfer agent of the Company and (ii) JD BVI shall deliver a duly executed instrument of transfer, substantially in the form attached as Exhibit A hereto, to the SPV’s transfer agent to evidence and effect the transfer and delivery of the SPV Shares to the Purchaser.