Examples of UM Shares in a sentence
In accordance with the terms of this Agreement, the Parties agree that each Seller will transfer to UM the Sale Shares set opposite such Seller’s name in column (4) of Schedule 1, and UM shall purchase from the Sellers all such Sale Shares, which together constitute the entire issued share capital of the Company, in exchange for the issue of the UM Shares (as defined below) to each Seller in such number as set out opposite their respective names in column (5) of Schedule 1.
Each Seller (in respect of itself only) acknowledges and agrees that it is only entitled to the UM Shares set out opposite its name in column (5) of the table in Schedule 1 in connection with the Contribution and no other shares in UM.
In accordance with the terms of this Agreement, the Parties agree that each Seller will transfer to UM the Contribution Shares set opposite such Seller’s name in column (4) of Schedule 1, and UM shall purchase from the Sellers all such Contribution Shares, which together constitute the entire issued share capital of the Company, in exchange for the issue of the UM Shares (as defined below) to each Seller in such number as set out opposite their respective names in column (5) of Schedule 1.
UM shall also take such reasonable action as is permitted by applicable law and necessary to ensure such Covered UM Shares are free from any sale restrictions arising under any lock-up or market standoff or similar agreement and, to the extent required to satisfy any withholding obligations of UM (or the applicable payor), facilitate a “sell to cover” arrangement with respect to such Covered UM Shares.
In accordance with the terms of this Agreement, the Parties agree that each Seller will and transfer to UM the Sale Shares set opposite such Seller’s name in column (4) of Schedule 1, UM shall purchase from the Sellers all such Sale Shares, which together constitute the entire issued share capital of the Company, in exchange for the issue of the UM Shares (as defined below) to each Seller in such number as set out opposite their respective names in column (5) of Schedule 1.
Each Holder (and any UM Ordinary Shares issued on account of a CVR Share Payment under Section 2.5(a)(i)) shall be subject to the lock up and related obligations contemplated by Clause 41 of the UM Articles as if they were Shareholders (as defined in the UM Articles), subject to Section 2.8 in the case of the Covered UM Shares.