- 12 - e. MGM delivered to the Disbursing Agent, as transfer agent for UA, share certificates representing 49,745,137 UA shares, which constituted all the issued and outstanding shares of UA. MGM also instructed the Disbursing Agent, as transfer agent for UA shares, to cancel the UA stock certificates held in the name of MGM, duly endorsed for transfer to Tracinda, and to issue to Tracinda UA stock certificates for an aggregate 49,745,137 UA shares. The Disbursing Agent delivered to Tracinda five certificates of UA common stock representing in aggregate 49,745,137 shares. f. MGM transferred $294,809,214.66 to its banks in satisfaction of its bank borrowings. g. MGM transferred to UA $17,275,000, which represented the amount payable by MGM to UA under clause 6.2 of the Merger Agreement.11 After the transfers described above, the balance of MGM's account at the Disbursing Agent was approximately $140,399,278.34, with MGM having the right to instruct the Disbursing Agent with respect to the investment or transfer of such funds. 11Clause 6.2 provided for the transfer of assets between MGM and UA to give effect to the terms of the Merger Agreement and in particular to reflect the agreement that there would be adjustments made to reflect the position of UA as if UA had operated as an independent company since May 31, 1985, until the transaction closed on Mar. 25, 1986.Page: Previous 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 Next
Last modified: May 25, 2011