FMCL definition
Examples of FMCL in a sentence
FMCL and the Shareholder shall have completed their legal, accounting and business due diligence of FNGR and the results thereof shall be satisfactory to FMCL and the Shareholder in their sole and absolute discretion.
FMCL is the sole record and beneficial owner of all of the issued and outstanding capital stock of each of its subsidiaries.
The Company, MCH and FMCL shall have entered into the Consulting Agreement in substantially the same form as Exhibit "C" hereto.
FMCL does not have any agreement or understanding with the Shareholder with respect to the Transactions other than as specified in this Agreement.
FMCL has delivered to FNGR true and complete copies of the FMCL Charter, the FMCL Bylaws, and the comparable charter, organizational documents and other constituent FMCL Options of each of its subsidiaries, in each case as amended through the date of this Agreement.
There are not any bonds, debentures, notes or other indebtedness of FMCL or any of its subsidiaries having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of FMCL’s capital stock or the capital stock of any of its subsidiaries may vote (“Voting FMCL Debt”).
Except for any required filings under applicable “Blue Sky” or state securities commissions, no Consent of, or registration, declaration or filing with, or permit from, any Governmental Entity is required to be obtained or made by or with respect to FMCL or any of its subsidiaries in connection with the execution, delivery and performance of this Agreement or the consummation of the Transactions.
All material consents, waivers, approvals, authorizations or orders required to be obtained, and all filings required to be made, by the Shareholder or FMCL for the authorization, execution and delivery of this Agreement and the consummation by them of the Transactions, shall have been obtained and made by the Shareholder or FMCL, except where the failure to receive such consents, waivers, approvals, authorizations or orders or to make such filings would not have an FMCL Material Adverse Effect.
The Shareholder is the record and beneficial owner, and has good title to its FMCL Stock, with the right and authority to sell and deliver such FMCL Stock.
Except for its interests in its subsidiaries, FMCL does not as of the date of this Agreement own, directly or indirectly, any capital stock, membership interest, partnership interest, joint venture interest or other equity interest in any person.