FLCR definition
Examples of FLCR in a sentence
Galaxy has delivered to FLCR or otherwise made available, correct and complete copies of all leases, subleases and other material agreements or other material instruments relating to all real property used in conducting the businesses of Galaxy to which Galaxy is a party (collectively, the “Real Property”), all of which are identified on Schedule 3.7. There are no pending or, to Galaxy’s knowledge, threatened condemnation proceedings relating to any of the Real Property.
All the outstanding Galaxy Shares shall be exchanged for the FLCR Shares.
All assets of the FLCR Group that are used in the operations of its business are in good operating condition and repair, subject to normal wear and tear.
Galaxy shall give FLCR (i) prompt notice of any notice or demands for appraisal or payment for Shares received by Galaxy and (ii) the opportunity to participate in and direct all negotiations and proceedings with respect to any such demands or notices.
Within ninety (90) days after the Closing, Galaxy shall deliver to the FLCR Group the Financial Statements prepared in compliance with GAAP, consistently applied.
There are currently _______________ shares of FLCR Common Stock issued and outstanding.
Subject to the limitations set forth in Section 7.2(b) hereof, no failure or delay by the FLCR Group in the performance of the foregoing shall reduce or otherwise affect the obligation of the Galaxy Shareholders to indemnify and hold the Indemnified Party harmless, except to the extent that such failure or delay shall have actually adversely affected the Shareholder’s ability to defend against, settle or satisfy any Claims for which the Indemnified Party is entitled to indemnification hereunder.
There are no material liens for taxes upon the FLCR Group’s assets.
The Parties acknowledge and agree that the FLCR Shares have not been registered under The Securities Act or under any state securities laws, and that the FLCR Shares may not be, directly or indirectly, sold, transferred, offered for sale, pledged, hypothecated or otherwise disposed of without registration under The Securities Act and applicable state securities laws, except pursuant to an available exemption from such registration.
FLCR shall comply with and immediately take all actions, if any, required pursuant to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder in order to fulfill its obligations under this Section 5.10, including mailing to its shareholders, the information required by such Section 14(f) and Rule 14f-1 as is necessary to enable the individuals noted above to be appointed to the FLCR’s Board of Directors (the “Information Statement”).