SN Shares definition
Examples of SN Shares in a sentence
Preferred Unit Purchaser shall propose, prior to a date that is five (5) days prior to the Anadarko Closing Date, the valuation of the SN Shares as of the Anadarko Closing Date (the “▇▇▇▇▇▇▇ Shares Value”) and the valuation of the Warrants as of the Anadarko Closing Date (the “Warrants Value”).
The chief executive office of Borrower is located in the Chief Executive Office State at the address indicated in Section 10 hereof or such other location as Borrower has notified Bank pursuant to Section 7.2.
Upon the written request of any such holder, received by the Buyer within 20 days after the giving of any such notice by the Buyer, to register any of its SN Shares, the Buyer will use its best efforts to cause the SN Shares as to which registration shall have been so requested to be included in the securities to be covered by the registration statement proposed to be filed by the Buyer, all to the extent requisite to permit the sale or other disposition by the holder of such SN Shares so registered.
MMT desires to acquire all of the SN Shares from the Shareholders and the Shareholders desire to exchange their SN Shares for shares of MMT’s common stock on the terms and conditions hereinafter set forth.
In the event the SN Shares held in the Escrow Fund are exchanged for stock in another entity pursuant to Section 1(c) above, the Stock Value of each share of stock received in such exchange shall equal the aggregate Stock Value of the shares of SN Stock held in the Escrow Fund immediately prior to such conversion or exchange divided by the number of shares of stock deposited with Escrow Agent pursuant to such conversion or exchange.
Nothing herein will prevent the Sellers collectively from owing the SN Shares or being passive owners of not more than 5% of the outstanding stock of any class of a corporation which is engaged in a Competitive Business and which is publicly traded, so long as the Sellers have no other participation in the business of such corporation.
SN has not, directly or indirectly through any representative, made any offers or sales of any security or solicited any offers to buy any security that is or will be integrated with the issuance and sale of the SN Shares or the Warrants in a manner that would require the offer and sale of the SN Shares or the Warrants to be registered under the Securities Act.
At the Effective Time (as defined below), and subject to and upon the terms and conditions of this Agreement, the Shareholders agree to exchange, sell, transfer and assign to MMT, and MMT agrees to acquire from the Shareholders, all of their SN Shares in exchange for an aggregate of 3.5 million shares of MMT’s common stock (the “MMT Shares”).
The Shareholders have and shall transfer to MMT at the Closing good and marketable title to all of their SN Shares, free and clear of all liens, claims, charges, encumbrances, pledges, mortgages, security interests, options, rights to acquire, proxies, voting trusts or similar agreements, restrictions on transfer (other than federal and state securities laws restrictions on transfer) or adverse claims of any nature whatsoever ("Liens").
When issued to the GSO Funds at the Anadarko Closing (whether in a Separate Closing or as part of a Dual Closing), the SN Shares will be duly authorized, validly issued, fully paid and nonassessable.