RMII definition
Examples of RMII in a sentence
This Agreement contemplates a transaction in which the Purchaser will purchase from the Seller, and the Seller will sell to the Purchaser, 150,000 shares of common stock of RMII (the "Purchased Shares") in return for cash in the amount of $2.00 per Purchased Share.
All shares of Exchanged RMII Stock to be issued pursuant to this Agreement are validly authorized and will be, when issued, legally issued, fully paid, and nonassessable and not issued in violation of the preemptive or other right of any person.
As used in the preceding sentence, “material litigation” means any case, arbitration or adversary proceeding or other matter which would have been required to be disclosed on the RMII disclosure schedules, if in existence on the date hereof, or in respect of which the legal fees and other costs might reasonably be expected to exceed $10,000 over the life of the matter.
The execution and delivery of this Agreement does not, and the consummation of the transactions contemplated by this Agreement in accordance with the terms hereof will not, violate any provision of the articles of incorporation or bylaws of RMII.
RMII, Produce, and the Produce Shareholders shall execute and deliver any and all documents, instruments, and agreements necessary to effectuate the purposes of this Agreement.
Each of Produce and RMII also agree to take any and all actions, including, without limitation, the disposition of assets or the withdrawal from doing business in particular jurisdictions, required by regulatory authorities as a condition to the granting of any approvals required in order to permit the consummation of the Merger or as may be required to avoid, lift, vacate or reverse any legislative or judicial action which would otherwise cause any condition to Closing not to be satisfied.
Subsequent to the Closing of the transactions contemplated by this Agreement, neither RMII, Produce, nor the Produce Shareholders shall undertake (or fail to undertake) any action that would result in the merger failing to qualify as a reorganization within the meaning of section 368(a)(1)(B) of the Code.
The acquisition of Produce as a wholly-owned subsidiary of RMII shall be completed, subject to all of the terms, covenants, and conditions set forth in this Agreement, by the issuance of 4,836,000 shares of the Exchanged RMII Stock to the Produce Shareholders in exchange for 1,520 the shares of Produce Stock, which represent 100% of the equity interest in Produce.
Produce shall have received all of the RMII Disclosure Schedules and such Schedules shall be acceptable, in form and content, to Produce.
The portions of the minute books containing the records of meetings of the stockholders, the board of directors, and any committees of the board of directors for the period during which the Seller has been the president and chief executive officer of RMII, contain a complete summary of all meetings of directors and shareholders since the time of incorporation and reflect all transactions referred to in such minutes accurately in all material respects.