Examples of Xxxxxxxxxx Shares in a sentence
Seller has good title to, is the record holder of, and beneficially owns the Xxxxxxxxxx Shares set forth opposite such Seller’s name in Exhibit B, free and clear of all Liens.
Each Seller shall have received a copy of the Cogent fairness opinion, any other valuation or related materials provided by Cogent to the Concierge Board, a copy of the definitive Schedule 14C mailed to Concierge Shareholders and, based upon a review of such materials, shall in its discretion elect to proceed with the sale of Xxxxxxxxxx Shares owned by such Seller.
Upon transfer to Concierge of the Xxxxxxxxxx Shares held by Seller in accordance with the terms of this Agreement for the consideration expressed herein, Seller will have transferred to Concierge good title to the Xxxxxxxxxx Shares owned by such Seller free and clear of all Liens.
Excluding ownership of the Xxxxxxxxxx Shares, no Seller or any Related Person of any Seller or of any Acquired Company has, or since January 1, 2015, has had, any interest in any property (whether real, personal, or mixed and whether tangible or intangible), used in or pertaining to the Business.
Except as contemplated by this Agreement: (i) Seller is not a party or subject to any agreement or understanding relating to the acquisition, disposition or voting or giving of written consents with respect to any Xxxxxxxxxx Shares; and (ii) Seller has no obligation (contingent or otherwise) to purchase or otherwise acquire any Xxxxxxxxxx Shares or any other interest in the Acquired Companies.
Concierge is acquiring the Xxxxxxxxxx Shares for its own account and not with a view to their distribution within the meaning of Section 2(11) of the Securities Act.
Concierge acknowledges that the Xxxxxxxxxx Shares are restricted securities within the meaning of Rule 144 under the Securities Act and may not be transferred except in compliance with the Securities Act and any other applicable securities or “blue sky” laws.
The aggregate purchase price for the Xxxxxxxxxx Shares, assuming that all Xxxxxxxxxx Shareholders become Sellers (the “Purchase Price”), will be (a) 818,799,976 shares of Concierge Common Stock, and (b) 9,354,118.85 shares of Series B Preferred Stock (the foregoing (a) and (b) referred to collectively as the “Concierge Shares”); provided, however, that no Seller shall be entitled to receive a fraction of a Concierge Share.
As of the date hereof, 1,741 shares are issued and outstanding and constitute the Xxxxxxxxxx Shares.
Seller has full capacity (in the case of an individual) or all requisite power and authority (in the case of an entity) to execute and deliver this Agreement and to transfer and sell the Xxxxxxxxxx Shares owned by such Seller as contemplated by this Agreement, and to carry out the provisions of this Agreement.