Examples of Xxxxx Common Shares in a sentence
All of the issued and outstanding Xxxxx Common Shares have been duly authorized and validly issued, are fully paid, nonassessable, and free of preemptive rights, and have been issued in compliance with all applicable securities Laws.
As of the date hereof, such Shareholder does not own, beneficially or of record, any Xxxxx Common Shares or any other securities of Xxxxx other than such Shareholder’s Owned Shares listed opposite such Shareholder’s name or otherwise disclosed on Schedule A attached hereto.
The shares of New Holdco Voting Common Stock and cash deposited with the Exchange Agent for the benefit of the holders of Xxxxx Common Shares are collectively referred to herein as the “Xxxxx Exchange Fund”.
The Xxxxx Board has received the opinion of JPM, to the effect that, as of the date of this Agreement and subject to the assumptions, qualifications and limitations set forth in such opinion, the Merger Consideration to be received by the holders of Xxxxx Common Shares (other than Xxxxx Cancelled Shares and Xxxxx Dissenting Shares) in the Second Merger pursuant to this Agreement is fair, from a financial point of view, to such holders.
Xxxxx shall give Mercury prompt notice of any demands received by Xxxxx for appraisal of Xxxxx Common Shares, withdrawals of such demands and any other instruments served pursuant to the Xxxxx LLC Agreement and Section 262 of the DGCL and shall give Mercury the opportunity to participate in all negotiations and proceedings with respect thereto.
Each Shareholder hereby consents to and authorizes New Holdco, Mercury and/or Xxxxx to publish and disclose in any and all applicable filings with the SEC, the FCC or any other Governmental Entity, and any other announcements, disclosures or filings required by applicable Law such Shareholder’s identity and ownership of Xxxxx Common Shares and the nature of such Shareholder’s commitments, arrangements and understandings pursuant to this Agreement and/or the Merger Agreement.
There are no outstanding agreements or other obligations of Xxxxx or any of its Subsidiaries requiring the registration for sale of any Xxxxx Common Shares, Xxxxx Preferred Shares or other equity interests in Xxxxx or any of its Subsidiaries.
From the close of business on the Capitalization Date through the date hereof, there have been no issuances of Xxxxx Common Shares or Xxxxx Preferred Shares other than (i) issuances of Xxxxx Class A Shares or Xxxxx Class C Shares upon the conversion of Xxxxx Class B Shares or issuances of Xxxxx Class A Shares upon the conversion of Xxxxx Class C Shares, or (ii) issuances of Xxxxx Class A Shares pursuant to the exercise or settlement of Xxxxx Equity Grants outstanding as of the Capitalization Date.
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In connection with the foregoing, Mercury and New Holdco shall enter into an Exchange Agent Agreement with the Exchange Agent, in a form reasonably acceptable to Xxxxx, setting forth the procedures to be used in determining, in accordance with this Article II, the form of Merger Consideration to be received by each holder of Xxxxx Common Shares, and accomplishing the deliveries and other actions contemplated by this Section 2.7.