MS Financial definition
Examples of MS Financial in a sentence
MS Financial shall furnish all information concerning MS Financial and the Stockholders as Search may reasonably request in connection with such actions and the preparation of the Registration Statement and Proxy Statement.
From and after the Effective Time, all references to MS Financial in the MS Financial Stock Option Plans and the applicable stock option agreements issued thereunder shall be deemed to refer to Search, which shall have assumed the MS Financial Stock Option Plans as of the Effective Time by virtue of this Agreement and without any further action.
If stockholders of MS Financial are not entitled to exercise rights under Section 262 of the Delaware Statutes with respect to the Merger, this Section 1.6 shall be inapplicable.
As tax refunds in excess of $4,000,000 are received by MS Financial or the Surviving Corporation, shares of Search Common Stock held in the Tax Holdback Fund shall be released to the Stockholders from escrow on no less than a quarterly basis in proportion to such income tax refunds received, pursuant to joint instructions signed by Search and the Stockholders.
Search and Newco have delivered to MS Financial true, complete and correct copies of their Certificates of Incorporation and Bylaws.
The only Subsidiary of MS Financial is MS Auto Receivables Company.
The authorized capital stock of MS Financial consists of 50,000,000 shares of MS Financial Stock, 10,429,926 shares of which are issued and outstanding, 374,000 shares of which are held as treasury shares, and 5,000,000 shares of preferred stock, par value $.001 per share, none of which is issued or outstanding.
This Agreement may be amended by the parties hereto at any time prior to the Effective Time by execution of an instrument in writing signed on behalf of each of the parties hereto; provided, that after the approval and adoption of this Agreement and the Transactions by the stockholders of MS Financial, no amendment may be made that would reduce the amount or change the type of consideration into which each share of MS Financial Stock shall be converted upon consummation of the Merger.
For all consents and approvals which MS Financial is required to obtain pursuant to this Agreement, Search shall cooperate and provide to MS Financial such documentation or other information as MS Financial shall reasonably request.
Notwithstanding the foregoing, Search and Newco make no representation or warranty with respect to any information supplied by MS Financial, the Stockholders, or any of their representatives which is contained in the Proxy Statement.