CMG Shares definition

CMG Shares means the shares of CMG Common Stock which the Unimedia Shareholders receive in connection with the Share Exchange.
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Examples of CMG Shares in a sentence

  • This Agreement may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively), only with the written consent of CMG and the holders of CMG Shares representing at least a majority of the total aggregate number of CMG Shares then outstanding (excluding any of such shares that have been sold to the public pursuant to SEC Rule 144 or otherwise).

  • At the Closing, CMG shall have issued all of the CMG Shares and shall have delivered to the Unimedia Shareholders certificates representing the CMG Shares required to be issued to them hereunder.

  • CMG shall have received all necessary consents and otherwise complied with any securities laws applicable to the issuance of the CMG Shares and, if applicable, the CMG Warrants, in connection with the transactions contemplated hereby.

  • Additionally, all of the Unimedia Shareholders represent that they have such knowledge and experience in financial and business matters that they are capable of evaluating the merits and risks of an investment in the CMG Shares and/or the CMG Warrants, as the case may be.

  • If the Purchaser intends to sell Voting Stock with Voting Power constituting more than fifty percent (50%) of the CMG Shares, the Purchaser shall provide written notice thereof to CMG (the "Purchaser Notice").

  • In the event the Purchaser or Majority Owned Subsidiary has not sold such CMG Shares by the end of such 90-day period, the rights of CMG set forth above in this Section 8.38.2 shall apply to any subsequent sales by the Purchaser or Majority Owned Subsidiary.

  • The Purchaser understands that the purchase of the CMG Shares involves substantial risk.

  • The purchase and sale of the CMG Shares shall take place at the offices of ▇▇▇▇▇▇ & Dodge LLP, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, at 10:00 a.m. Massachusetts time, within three (3) business days after the conditions set forth in Articles 5 and 6 have been satisfied, or at such other time and place as CMG and the Purchaser mutually agree upon (which time and place are referred to in this Agreement as the "Closing").

  • All outstanding CMG Shares are, and all CMG Shares to be issued upon conversion or exercise of the CMG Stock Options will be, validly issued, fully paid, nonassessable and not subject to any preemptive rights, or to any agreement to which CMG is a party or by which CMG may be bound.

  • The provisions of Article 8 shall terminate on the third anniversary of the date of the Closing and shall terminate as to any particular CMG Shares upon the sale of such CMG Shares in the open market pursuant to Rule 144 or an effective registration statement.