Examples of Mackie Shares in a sentence
Mackie, as sole trustee, has full authority to act on behalf of the Xxxxx Xxxxxx Irrevocable Trust, the Xxxxxxxx Xxxxxx Irrevocable Trust, the Xxxxxxxxx Xxxxx Irrevocable Trust and the Xxxxxxxx Xxxxxxx Irrevocable Trust to sell their portions of the Mackie Shares, and no consent is required of any other Person for Mackie to enter into this Agreement and consummate the proposed transaction on behalf of the Xxxxxx Xxxxxxx.
All of the Mackie Shares and the Xxxxxxxx Shares have been duly authorized, are validly issued, fully paid and nonassessable and are not subject to, nor were they issued in violation of, any preemptive rights or rights of first refusal, and are owned of record and beneficially by each of the Xxxxxx Xxxxxxx and the Xxxxxxxx Sellers, as applicable.
At the Closing, the Company, the Xxxxxx Xxxxxxx and the Xxxxxxxx Sellers shall deliver or cause to be delivered to the Purchaser the certificates representing the Company Shares, the Mackie Shares and the Xxxxxxxx Shares, as applicable, duly endorsed in blank or accompanied by duly executed stock powers, with appropriate transfer stamps (if any) affixed thereto.
At the Closing, the Xxxxxx Xxxxxxx and the Xxxxxxxx Sellers shall sell to the Purchaser good and marketable title to the Mackie Shares and the Xxxxxxxx Shares, as applicable, free and clear of all Liens.
There are no agreements between the Xxxxxx Xxxxxxx or the Xxxxxxxx Sellers or any of them, on the one hand, and any other Person, on the other hand, with respect to the voting or transfer of the Mackie Shares or the Xxxxxxxx Shares or both.
The Purchaser understands that each instrument evidencing the Company Shares, the Mackie Shares and the Xxxxxxxx Shares may bear the following legend: "THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY OTHER APPLICABLE SECURITIES LAWS.
The Purchaser understands that each instrument evidencing the Company Shares, the Mackie Shares and the Xxxxxxxx Shares may bear the following legend: “THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY OTHER APPLICABLE SECURITIES LAWS.