FUMI definition
Examples of FUMI in a sentence
This Agreement has been approved by the Board of Trustees of the Company and the Trustee of the FUMI Share Trust and the Board of Directors and shareholders of FUMI, and no other proceedings on the part of the Company, the FUMI Share Trust or FUMI are necessary to authorize the execution and delivery of this Agreement or, except for the Company Shareholder Approval and the consummation by the Company, the FUMI Share Trust or FUMI of the transactions contemplated hereby.
There are no outstanding stock appreciation rights or similar derivative securities or rights of the Company, the FUMI Share Trust, FUMI or any their respective subsidiaries.
At the Effective Time, all such F▇▇▇ ▇▇▇▇▇s shall no longer be outstanding, shall automatically be cancelled and shall cease to exist, and each holder of a certificate that represented any such shares immediately prior to the Effective Time shall cease to have any rights with respect thereto, except the right to receive the FUMI Cash Amount (without interest).
Other than the Voting Agreement attached as EXHIBIT A, there are no voting trusts, irrevocable proxies or other agreements or understandings to which the Company, the FUMI Share Trust or any of their respective subsidiaries is a party or is bound with respect to the voting of any Company Common Shares.
Except as disclosed in Section 6.06(b) of the Company Disclosure Schedule, the Escrow Account (as defined in the Escrow Agreement) contains (and shall contain, as of the Closing Date) sufficient amounts of cash to fund and support any liabilities or obligations of the Company, the FUMI Share Trust, FUMI or their respective subsidiaries relating thereto.
To the knowledge of Gotham, as of the date hereof, there are no known facts or circumstances that relate specifically to the Company, the FUMI Share Trust and their respective subsidiaries and that are not or have not been disclosed herein or publicly that would reasonably be expected to have a Company Material Adverse Effect.
Further, except as set forth in Section 6.06(a) of the Company Disclosure Schedule, as of the date hereof, neither the Company, the FUMI Share Trust nor their respective subsidiaries has any obligations or liabilities in respect of any employees that the Company, the FUMI Share Trust or their respective subsidiaries may have employed prior to the date hereof.
The FUMI Share Trust acknowledges and agrees that, upon the consummation of the transactions contemplated hereby, it shall terminate by its own terms and, to the extent that it does not terminate by its own terms, the trustee or trustees of the FUMI Share Trust shall take such actions and/or undertakings as are necessary to terminate the FUMI Share Trust (including any amendment of the FUMI Share Trust's Amended and Restated Declaration of Trust, as amended).
All of the outstanding capital stock or other equity interests of each subsidiary of the Company and the FUMI Share Trust are validly issued, fully paid, nonassessable and free of preemptive rights and are owned directly or indirectly by the Company or the FUMI Share Trust.
There are no subscriptions, options, warrants, voting trusts, proxies or other commitments, understandings, restrictions or arrangements to which the Company, the FUMI Share Trust or any of their respective subsidiaries is a party re- lating to the issuance, sale, voting or transfer of any capital stock or other equity interests of any such subsidiary, including any right of conversion or exchange under any outstanding security, instrument or agreement.