Examples of Disputed Shares in a sentence
Due to non-cooperation between the Sellers and certain other parties, the Disputed Shares were not transferred to the Purchasers.
Plaintiffs further deny that Szalay ever had a legitimate claim to the Disputed Shares and argue that, even if he did, the Wills Settlement extinguished any such claim.
First, the Company cancelled the 1.5 million shares of common stock that Szalay received in the 2005 Issuance in exchange for the Disputed Shares.
For Plaintiffs to prevail on their argument that the Wills Settlement extinguished Szalay‘s claim to the Disputed Shares, Plaintiffs would have to prove that, by virtue of the Wills Settlement, Szalay released claims he had against the Company for Disputed Shares.
Each of Simus, Thomas, and Zindrick either was involved in the secret plot to remove Szalay from the Board that led to this action to invalidate Szalay‘s Disputed Shares or the 2009 Issuance of the Disputed Shares that purported to dilute Thomas‘s percentage of Founders‘ Shares.
This amended Complaint is substantially similar to the original, but adds facts surrounding the August 15, 2014 Annual Meeting at which Szalay purported to vote his Disputed Shares in favor of Roeder and Georgiou, whose Board seats Simus and Genelux contest.Plaintiffs filed a motion to expedite on August 22, 2014, which I granted on October 7, 2014.
In support, Plaintiffs argue that the Disputed Shares are invalid because: (1) their issuance in 2009 lacked consideration; (2) the 2009 issuance lacked consideration because the shares of common stock that Genelux purported to convert were themselves invalid; and (3) the shares of common stock purportedly issued to Szalay in 2005 were neither authorized by the Board nor paid for by Szalay.
On February 27, 2007, according to meeting minutes prepared by Dr. Shahrokh Shabahang, a vote approving the replacement of the 1.5 million shares of common stock that Szalay received in December 2005 with the Disputed Shares took place by motion made by Simus during a Special Meeting of the Board.
Thus, even if the 2005 Issuance was ineffective, Szalay‘s claim against the Company for additional Founders‘ Shares effectively would have been satisfied or released as consideration for the 2009 Issuance of the Disputed Shares.
Evaluating Plaintiffs‘ challenge to whether Szalay owns validly the 1.5 million Disputed Shares requires reviewing a number of disputed facts surrounding Genelux‘s formation.