MBS Sample Clauses
The MBS clause defines the terms and conditions related to Mortgage-Backed Securities within a contract. It typically outlines the rights and obligations of parties involved in the issuance, transfer, or servicing of these securities, and may specify requirements for documentation, payment flows, or credit enhancements. By clearly establishing the framework for handling Mortgage-Backed Securities, this clause ensures transparency and reduces the risk of disputes regarding the management and performance of these financial instruments.
MBS. Seller represents and warrants to Purchaser that with regard to --- each MBS sold hereunder that, as of the Closing Date:
(a) Seller acquired each MBS in the ordinary course of business, in good faith, for value and without notice of any claim against or claim to any of the MBS on the part of any person.
(b) Seller does not have any actual or constructive knowledge or notice of any interest in the MBS that upon sale to the Purchaser and transfer in accordance herewith will be contrary to the interest of the Purchaser.
(c) All conditions precedent and any restrictions upon the transfer of any MBS provided for in the pooling and servicing agreement relating to any given MBS have been satisfied (other than conditions precedent to be satisfied by Purchaser) and the transfer of each MBS to the Purchaser will be complete upon the execution and delivery of this Agreement by the parties hereto (provided that the transfer of registered ownership will only be complete after the trustee for each respective MBS has issued a new certificate, representing the MBS being transferred, registered in the name of the Purchaser).
MBS. At the MBS Effective Time, by virtue of the Merger and without any action on the part of SurgiCare, Newco, MBS or the holders of any of the following securities:
(i) except as otherwise set forth in Section 2.01(a)(iv), all shares of MBS Common Stock (collectively, the “MBS Common Shares”) issued and outstanding immediately prior to the MBS Effective Time (other than any MBS Common Shares to be canceled pursuant to Section 2.01(a)(ii)) shall be canceled and automatically converted into the right to receive, in the aggregate:
(1) $1,400,000 in cash, if the Five Day Average Price is equal to or greater than $0.70, or (2) $2,000,000 in cash, if the Five Day Average Price is less than $0.70 (the “MBS Cash Consideration”); and
(1) a number of SurgiCare Class C Common Shares equal to the product of 10,400,000 multiplied by the Reverse Split Fraction, if the Five Day Average Price is equal to or greater than $0.70, or (2) a number of SurgiCare Class C Common Shares equal to the product of 7,878,800 multiplied by the Reverse Split Fraction, if the Five Day Average Price is less than $0.70 (the “MBS Share Consideration”);
(ii) each share of MBS Common Stock owned by SurgiCare or any direct or indirect wholly owned subsidiary of SurgiCare or held in treasury by MBS or any subsidiary of MBS immediately prior to the MBS Effective Time shall be canceled and extinguished without any conversion thereof and no payment or distribution shall be made with respect thereto; and
(iii) each share of common stock, $0.001 par value per share, of Newco issued and outstanding immediately prior to the MBS Effective Time shall be converted into and exchanged for one validly issued, fully paid and nonassessable share of common stock, $1.00 per share, of the Surviving Corporation.
(iv) Notwithstanding any provisions of this Agreement to the contrary, MBS Common Shares which are issued and outstanding immediately prior to the MBS Effective Time and which are held by any Person who has not voted such MBS Common Shares in favor of the Merger, who has delivered a written demand for appraisal of such MBS Common Shares in the manner provided by the TBCA and who, as of the MBS Effective Time, has perfected and not effectively withdrawn or lost such right to appraisal (the “Appraisal Shares”) will not be converted into or represent a right to receive the applicable Acquisition Consideration pursuant to this Article II. The holders thereof will be entitled only to such rights as are granted by S...
MBS. The Company may invest in all types of MBS, including, without limitation, all types of investment grade and non-investment grade CMBS and RMBS (except that the Company does not currently intend to invest in RMBS secured by lower credit quality Mortgage Loans known as "B," "C" and "D" Mortgage Loans).
MBS. ▇▇▇▇▇▇ ▇▇▇ guaranteed mortgage-backed securities issued pursuant to an MBS Trust Document. The term “MBS” includes any “whole-loan REMIC” (real estate mortgage investment conduits in which the underlying assets are Mortgage Loans rather than mortgage securities).