USTP definition
Examples of USTP in a sentence
There is no Action pending or currently threatened against USTP or any of its Subsidiaries or any of their respective affiliates, before any court or by or before any governmental body or any arbitration board or tribunal, nor is there any judgment, decree, injunction or order of any court, governmental department, commission, agency, instrumentality or arbitrator against USTP or any of its Subsidiaries or any of their respective affiliates.
The execution and delivery of this Agreement by USTP and the USTP Controlling Shareholders, and the consummation by USTP of the transactions contemplated hereby, have been duly authorized by all necessary corporate action of USTP and the USTP Controlling Shareholders, and no other corporate proceedings on the part of USTP are necessary to authorize this Agreement or to consummate the transactions contemplated hereby.
At the Closing, counsel to USTP shall deliver to the the APPI Shareholders an opinion of counsel in substantially in the form of Exhibit B attached hereto.
All the accounts, books, registers, ledgers, Board minutes and financial and other material records of whatsoever kind of each of USTP and any Subsidiary of USTP have been fully, properly and accurately kept and completed; there are no material inaccuracies or discrepancies of any kind contained or reflected therein; and they give and reflect a true and fair view of the financial, contractual and legal position of USTP and each such Subsidiary.
On the Closing Date (as hereinafter defined) and upon the terms and subject to the conditions set forth in this Agreement, (i) the APPI Shareholders shall assign, transfer, convey and deliver the APPI Shares to USTP, and in consideration and exchange therefor USTP shall (ii) issue and deliver the New USTP Shares to the APPI Shareholders and (iii) surrender to USTP the Old USTP Shares pursuant to the Return to Treasury Agreement.
At or prior to Closing, Island Stock Transfer, USTP’s transfer agent, shall have received from the USTP Controlling Shareholders two or more stock certificates representing the Old USTP Shares, each duly endorsed for transfer in blank, signatures medallion guaranteed, with instructions from USTP for the return to treasury of the Old USTP Shares.
Each of the representations and warranties set forth in this Article II shall be deemed represented and made by USTP and the USTP Controlling Shareholder at the Closing as if made at such time and shall survive the Closing for a period terminating twenty-four months after the date of the Closing.
USTP is not an “investment company” as such term is defined by the Investment Company Act of 1940, as amended.
The APPI Shareholder shall have received such certificates, instruments and documents in confirmation of the representations and warranties of USTP and the USTP Controlling Shareholders, USTP’s and the USTP Controlling Shareholders’ performance of its obligations hereunder, and/or in furtherance of the transactions contemplated by this Agreement as the APPI Shareholder and/or their respective counsel may reasonably request.
USTP does not have any “Employee Benefit Plan” as defined in the U.S. Employee Retirement Income Security Act of 1974 or similar plans under any applicable laws.