Examples of AMG Shares in a sentence
In the event that the General Partner elects to pay all or any portion of a Purchase Price by the delivery of AMG Shares, the number of AMG Shares required to be delivered by the General Partner shall be equal to the quotient obtained by dividing (i) that portion of the Purchase Price to be paid in AMG Shares by (ii) the Average AMG Stock Price.
To say that the issue in Bowers was simply the right to engage in certain sexual conduct demeans the claim the individual put forward, just as it would demean a married couple were it to be said marriage is simply about the right to have sexual intercourse.
Each Adira Shareholder agrees to resell the AMG Shares only in accordance with the provisions of Regulation S of the U.S. Securities Act, pursuant to registration under the U.S. Securities Act, or pursuant to an available exemption from registration pursuant to the U.S. Securities Act.
Each of the Adira Shareholders acknowledges and agrees that AMG is a “shell company” as defined under the U.S. Securities Act and, as a consequence, the Adira Shareholders will not be entitled to resell any of the AMG Shares issued to them on Closing in the United States within the period of one year following the date that AMG files “Form 10 Information”, as defined in Rule 144 under the U.S. Securities Act, with the United States Securities and Exchange Commission.
As such, the Adira Shareholder acknowledges that the AMG Shares may not be offered, resold, pledged or otherwise transferred except through an exemption from registration under the U.S. Securities Act or pursuant to an effective registration statement under the U.S. Securities Act and in accordance with all applicable state securities laws and the laws of any other jurisdiction.
Appraisal ConclusionBased on the analysis has been conducted, including any relevant factors which may be affected, the Appraiser have the view that the Fair Market Value of 51.0% AMG Shares as per 30 September 2018 amounted to Rp 2,325,191,750,000 (two trillion three hundred twenty five billion one hundred ninety one million seventy hundred fifty thousand Rupiah) or equal to USD 155,750,000 (one hundred million seventy hundred fifty thousand United States Dollar).
The Adira Shareholder agrees that AMG may require the opinion of legal counsel reasonably acceptable to AMG in the event of any offer, sale, pledge or transfer of any of the AMG Shares by the Adira Shareholder pursuant to an exemption from registration under the U.S. Securities Act.
Based upon and subject to the accuracy of the representations in the Subscription Agreement, and assuming each Person who receives such AMG Shares pursuant to this Agreement has duly executed and delivered and is bound by a Subscription Agreement, and subject to receipt of consideration therefor, upon issuance pursuant to this Agreement of the AMG Shares, such AMG Shares shall be issued in compliance with the federal securities laws and the state securities laws of the Commonwealth of Massachusetts.
ELATIONS WITH THE SHAREHOLDERSThe Issuer believes that it is in its specific interests – as well as a duty towards the market – to establish, right from the time of listing, an ongoing dialog with all shareholders based on a mutual understanding of the respective roles; this dialog must be carried forward in compliance with the procedures established for the external communication of business documents and information.
All of the AMG Shares issuable pursuant to this Agreement in exchange for Company Shares at the Effective Time and all shares of Common Stock, par value $.01 per share, of AMG issuable upon conversion of the Series C Non-Voting Convertible Stock of AMG in accordance with the Certificate of Designations and the Amended and Restated Certificate of Incorporation of AMG, will be, when so issued and paid for, duly authorized, validly issued, fully paid and nonassessable.