Sterling Shares definition
Examples of Sterling Shares in a sentence
Subject to the terms and conditions contained in this Agreement, on the Closing (defined below), the Stockholders shall sell, assign, transfer and deliver to TGLN certificated representing the Sterling Shares.
TGLN understands that it must bear the economic risk of its investment in Sterling for an indefinite period of time, and the Sterling Shares being purchased from the Stockholders cannot be sold unless registered under the Securities Act and qualified under state securities laws, unless an exemption from such registration and qualification is available.
The Stockholders own the number of Sterling Shares set forth above.
TGLN has not entered into any other agreement, other than this Agreement with the Stockholders, with respect to the acquisition of Sterling Shares by TGLN.
TGLN is acquiring the Sterling Shares for its own account for investment and not with a view to, or for sale in connection with, any public distribution thereof in violation of the Securities Act.
The Stockholders have all requisite power and authority to execute, deliver, and perform this Agreement and to sell to TGLN the Sterling Shares to be sold by the Stockholders pursuant hereto.
All necessary corporate proceedings or other similar actions by the Sterling and the Stockholders have been duly taken to authorize the execution, delivery, and performance of this Agreement and to authorize the sale of the Sterling Shares by the Stockholders.
At the close of business on April 30, 2010, 1,712,341,544 Parent Ordinary Shares and 50,000 Deferred Sterling Shares were allotted and fully paid.
As of the date hereof, there are no outstanding options, warrants, commitments, or other rights or instruments to purchase or acquire any shares of capital stock of Sterling, or any securities or rights convertible into or exchangeable for shares of capital stock of Sterling, except for Sterling Options for the purchase of an aggregate of 566,638 Sterling Shares, which are described in Sterling Schedule 2.3, including the name of the optionee, date of grant, expiration date and exercise price.
Any other provision of this Agreement notwithstanding, none of Sterling, Sterling Bank, Roma, Roma Bank, the Exchange Agent, nor any other Person acting on behalf of any of them shall be liable to a holder of Sterling Shares for any amount paid or property delivered in good faith to a public official pursuant to and in accordance with any applicable abandoned property, escheat or similar law.