AMVC definition
Examples of AMVC in a sentence
FMC, Key, Sub and AMVC have caused this Agreement to be duly executed as of the date first written above.
The authorized equity securities of AMVC consist of 60 million shares of common stock, without par value, of which 12,870,000 shares are issued and outstanding and 3 million shares of Preferred Stock, of which 119,106 shares of Company Series B Stock are issued and outstanding.
Assuming the due authorization, execution and delivery of this Agreement by the other parties hereto, this Agreement constitutes the valid and binding agreement of AMVC enforceable against AMVC in accordance with its terms, except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws of general application which may affect the enforcement of creditors' rights generally and by general equitable principles.
Within 30 days of the Effective Date, or the date that Key acquires a majority of the outstanding Common Stock of AMVC if such event occurs prior to the Effective Date, Key's Board of Directors will create a vacancy by expanding the size of the Board of Directors by one member and will fill that vacancy by the appointment of a nominee designated by AMVC's Board of Directors who is acceptable to Key's chief executive officer.
The execution and delivery of this Agreement by AMVC does not and will not conflict with any agreement, order or other instrument binding upon AMVC, nor require AMVC to make or obtain any regulatory filing or approval other than filings, if any, required pursuant to the Exchange Act.
AMVC agrees to provide Key and its counsel any comments AMVC or its counsel may receive from the SEC or its staff with respect to the Schedule 14D-9 promptly after the receipt of such comments and to cooperate with Key and its counsel in responding to any such comments.
Key expressly reserves the right to modify the terms of the Offer, except that, without the consent of AMVC, Key shall not (i) reduce the number of Shares subject to the Offer, (ii) impose any other conditions to the Offer other than the Conditions or modify the Conditions (other than to waive any Conditions to the extent permitted by this Agreement), (iii) except as provided in the next sentence, extend the Offer, or (iv) change the form of consideration payable in the Offer.
It is anticipated that any such agreement would be entered into contemporaneously with the execution and delivery of a definitive written agreement between AMVC and FMC and would close promptly after FMC has acquired 100% ownership of AMVC.
Key and AMVC each agrees promptly to correct any information provided by it for use in the Offer Documents if and to the extent that such information shall have become false or misleading in any material respect, and Key further agrees to take all steps necessary to cause the Schedule TO as so corrected to be filed with the SEC and the other Offer Documents as so corrected to be disseminated to holders of Shares, in each case as and to the extent required by applicable Federal securities laws.
Following the policies, standards, practices and regulations, including dress code, of AMVC and SMEC.