CI Shares definition
Examples of CI Shares in a sentence
The sale and purchase of the CI Shares shall occur on the Closing Date but shall be effective as of the Effective Date.
Between the Signing Date and the Closing Date, the Seller shall provide to the Buyer all information reasonably requested by the Buyer in respect of the CI Shares, KTM and its Subsidiaries and their respective business.
In support of Parent's and Seller's obligations under this Agreement relating to the Second Closing, concurrently with the execution and delivery of this Agreement, Seller is executing and delivering to Buyer an irrevocable proxy (such proxy being coupled with an interest) with respect to the Remaining CI Shares.
Seller is the true and lawful owner, of record and beneficially, of the Note, the Warrant and the CI Shares, free and clear of any liens, restrictions (other than restrictions relating to transfer under the Securities Act or under the Amended and Restated Investor Agreement dated as of May 25, 2001, as amended), security interests, claims, rights of another or encumbrances (collectively, "Liens").
The Purchase Price shall be allocated $528,845.95 to the Note, $933,178.78 to the Warrant, $148,472.58 to the First Closing CI Shares and $239,502.69 to the Seller Shares.
The CI Shares and the Remaining CI Shares have been duly authorized and are validly issued, fully paid and non-assessable.
The obligation of CI Financial to complete the transactions contemplated by this Agreement is further subject to the condition, which may be waived by CI Financial without prejudice to its right to rely on any other condition in its favour, that Dissenting Shareholders not hold CI Shares representing in excess of 1% of all CI Shares then outstanding.
No option, warrant, purchase right, trusteeship agreement, formal or informal arrangement or other contract, commitment or arrangement (other than this Agreement) exists that could (i) require the Seller to sell, transfer, encumber or otherwise dispose of any of the CI Shares; or (ii) provide any third party with any interest, right, or entitlement in respect of the CI Shares.
The Seller owns, both legally and beneficially, the CI Shares free and clear of any restrictions on transfer, security interests, options, warrants, purchase rights, contracts, commitments, equities, claims, demands or other Encumbrances affecting any of the CI Shares.
Without limiting the foregoing, neither Parent nor Seller will take any action prior to the Second Closing that would (i) have the effect of disposing of (or giving any Person any right to acquire) any interest in any of the Seller Shares or the Remaining CI Shares or of imposing any Lien on any of the Seller Shares or the Remaining CI Shares or (ii) otherwise cause the Second Closing not to occur on the terms provided in this Agreement.