Acquisition of Common Stock. (i) The MSD Stockholders, severally and not jointly, agree with the Company (and not any other party hereto) not to acquire, whether by purchase, tender or exchange offer, by joining a partnership, limited partnership, syndicate or other group, through swap or hedging transactions or otherwise, beneficial ownership of any Securities, Synthetic Equity Interests or Short Interests other than: (A) the Common Stock received by the MSD Stockholders in the Distribution; (B) acquisitions of up to 2% in the aggregate of the Common Stock outstanding as of the date of any such acquisition (measured immediately prior to such acquisition) that do not result in the MSD Stockholders beneficially owning in the aggregate a percentage of the outstanding Common Stock that is greater than the percentage of the outstanding Common Stock represented by the MSD Stockholders’ Initial Stake; (C) acquisitions of up to 1% in the aggregate of the Common Stock outstanding as of the date of any such acquisition (measured immediately prior to such acquisition) that would not be permitted under the preceding clause (B) (whether because such acquisitions would result in the MSD Stockholders beneficially owning in the aggregate a percentage of the outstanding Common Stock that is greater than that permitted thereby or because the MSD Stockholders have already acquired the maximum aggregate amount permitted thereby); or (D) acquisitions that are otherwise approved by the Board. For the avoidance of doubt, but subject to compliance with duly adopted policies, procedures, processes, codes, rules, standards and guidelines adopted by the Company with respect to xxxxxxx xxxxxxx and other applicable law, this Section 3.2(a)(i) shall not in any way limit, restrict or prevent a disposition of Securities, Synthetic Equity Interests or Short Interests by the MSD Stockholders regardless of the manner of such disposition (including any deferred disposition, forward contract, installment sale, collateralized convertible security or similar instrument).For the avoidance of doubt, the MSD Stockholders may not acquire Securities that would result in the MSD Stockholders holding, in the aggregate, a percentage of the then outstanding Common Stock that is greater than one percentage point more than the percentage of the outstanding Common Stock represented by the MSD Stockholders’ Initial Stake on the date hereof.
(ii) The SLP Stockholders, severally and not jointly, agree with the Company (and not any other...
Acquisition of Common Stock. After consummation of --------------------------- an Initial Public Offering, no Stockholder shall purchase or permit its Affiliates to purchase or otherwise acquire, or agree or offer to purchase or otherwise acquire (subject, in the case of the Trust, to Section 5.1(a)), beneficial ownership of additional shares of Common Stock or Securities.
Acquisition of Common Stock. Until the Warrants become exercisable in accordance with their terms, each Purchaser who is a Material Securityholder agrees to give the Company not less than 10 Business Days' notice of any proposed purchase or other acquisition of "stock" of the Company (as defined under Section 382 of the Code and the regulations thereunder), including any acquisition of "stock" pursuant to Section 5.9 hereof but excluding shares of Common Stock which may be acquired pursuant to Section 6(b) of the Senior Notes and/or Section 2(b) of the Certificate of Designations, accompanied by information related to such proposed transaction which is reasonably sufficient to enable the Company to make the determinations referred to herein, so that the Company may determine in its reasonable judgment whether such purchase or other acquisition (i) would result in such Material Securityholder becoming a "5% shareholder" of the Company, as that term is defined in Section 382(k)(7) of the Code and, if so, (ii) whether such purchase or other acquisition could reasonably be expected to result in an "ownership change" under Section 382 of the Code and the regulations promulgated thereunder (taking into account both the proposed transfer and any other transactions of which the Company is aware) and, if so, (iii) whether such "ownership change" would result in a material loss of tax benefits to the Company. In the event the Company makes such determinations and provides the Purchaser with written notice of the same within 10 Business Days of its receipt of the above-referenced notice from the Purchaser, or in the event the Company makes a reasonable written request to such Purchaser for further information concerning such proposed transaction within the same 10-Business Day period and makes the foregoing determinations within 10 Business Days after receipt of such further information, the Purchaser agrees not to effect any such purchase or other acquisition as the Company may request in order to avoid such an "ownership change."
Acquisition of Common Stock. No Stockholder shall, and --------------------------- no Stockholder (other than Leeway and NYNEX) shall permit any of their respective Affiliates to, directly or indirectly, authorize or make a tender or exchange offer for, or purchase or otherwise acquire, or agree or offer to purchase or otherwise acquire, directly or indirectly, beneficial ownership of additional Common Stock.
Acquisition of Common Stock. Following the date of this Agreement and until the earlier of (i) Searchlight no longer beneficially owning at least 25% of the number of Market Warrants issued on the Issue Date (and/or the respective Warrant Shares issued in connection with the exercise of the Market Warrants) and (ii) the Lock-Up Period End Date, wihtout the prior consent of Searchlight, the Company shall not, and shall not permit any Restricted Subsidiary (as defined in the Securities Purchase Agreement) to, at any time or from time to time directly or indirectly, redeem, purchase or otherwise acquire (any such event, an “Acquisitions”) any Equity Securities of the Company for a consideration per share (plus, in the case of any options, rights, or securities, the additional consideration required to be paid to the Company upon exercise, conversion or exchange) greater than the Market Price (as defined in the Warrants) per share of Common Stock immediately prior to the earlier of (x) the announcement of such Acquisition or (y) such Acquisition.
Acquisition of Common Stock. Prior to the Closing or the earlier termination of this Agreement pursuant to the terms hereof, the Principal Shareholders, the Company and its subsidiaries and their affiliates have not purchased and will not purchase or otherwise acquire directly or indirectly any Parent Common Stock other than as provided in this Agreement.
Acquisition of Common Stock. Pursuant and subject to the Rights Plan, the Board has determined that the Joint Filers shall be permitted to make individual purchases of additional shares of Common Stock that would bring the aggregate ownership of the Joint Filers to up to 19.9% of the issued and outstanding shares of Common Stock. Accordingly, the Joint Filers (both individually and collectively) are (and shall continue to be) exempted from being deemed an Acquiring Person under the Rights Plan as a result of any purchases of shares of Common Stock in accordance with the terms of this Agreement. As such, the Board has determined that the Joint Filers (both individually and collectively) are (and shall continue to be) deemed an Exempted Person under the Rights Plan.
Acquisition of Common Stock. 4.01 Touring Artists Group, Inc., a theatrical booking agency, hereby grants Employee the right to purchase shares of its common stock so that upon issuance of such shares, Employee shall own ten percent (10%) of the issued and outstanding shares of common stock of the Touring Artists Group, Inc. The purchase price for this ownership interest shall be One Dollar ($1.00). Employee acknowledge and agrees that Touring Artists Group, Inc. is an "S" Corporation for federal income tax purposes and for some state income tax purposes and that the advances set forth in Section 3.02 above are part of the "S" Corporation income to be allocated to the Employee pursuant to the rules and regulations of the Internal Revenue Service.
4.02 The Company shall cause Touring Jeriko Productions, Inc., which produces Non Equity shows, to agree to sol Employee sufficient shares of common stock so that upon completion of the sale Employee will own five percent (5%) of the issued and outstanding shares of common stock. The purchase price for this common stock shall be One Dollar ($1.00).
4.03 The Company shall cause Touring Artists Productions International, Inc., which produces shows in Latin America, to agree to sell Employee sufficient shares of common stock so that upon completion of the sale Employee will own ten percent (10%) of the issued and outstanding shares of common stock. The purchase price for this common stock shall be One Dollar ($1.00).
Acquisition of Common Stock. No member of the Purchaser Group shall, directly or indirectly, acquire, or acquire beneficial ownership of, any additional Company Common Stock, other than pursuant to dividends or distributions of Company Common Stock made on or to Company Common Stock, if the effect of such acquisition, calculated at the time of acquisition, would cause the aggregate Company Common Stock then so beneficially owned by the Purchaser Group (including the Owned Shares) to be more than 9.9% of the outstanding shares of Company Common Stock. Notwithstanding the provision of this Section, no member of the Purchaser Group shall be obligated to dispose of any Company Common Stock if and to the extent the aggregate percentage ownership of the Purchaser Group is increased as a result of a recapitalization of the Company, or as a result of any options, warrants or other securities issued to all holders of Company Common Stock, or as a result of any repurchase or redemption of shares of Company Common Stock by the Company.
Acquisition of Common Stock. 2.1 Sales of Common Stock to Subsequent Acquirers. Following the execution of this Agreement, it is contemplated that the Company will offer shares of its Common Stock for sale to accredited investors, in private offerings as follows: (i) up to $10 million to fund the LLC's obligations under the Aurora Purchase Agreement, including money for drilling and working capital (the "First Equity Round") and (ii) approximately $40 million to fund the Company's purchase of the Acquired Assets (the "Second Equity Round"). With respect to the Second Equity Round, the Subsequent Acquirers identified on Exhibit B have agreed to invest, in the aggregate, but subject in all respects to the terms and conditions contained herein and in the Purchase Agreement, an amount equal to ten percent (10%) of the gross proceeds raised by the Company (inclusive of their investment). By way of example, if the Company accepts total subscriptions of $40 million in the Second Equity Round, then the Subsequent Acquirers shall be required to invest $4 million in the Second Equity Round. The pro rata investment percentage of each Subsequent Acquirer for the Second Equity Round is set forth opposite his respective name on Exhibit B. The Subsequent Acquirers shall be entitled to (i) assign and delegate all or any portion of their obligations to invest in the Second Equity Round to any Affiliate of such Subsequent Acquirer or to any other Acquirer and/or (ii) revise the percentages of participation in the Second Equity Round of all or any of the Subsequent Acquires as set forth on Exhibit B; provided, however, that no such revision will affect the obligations of the Subsequent Acquirers (combined with their designated assignees, as the case may be) to invest, in the aggregate, an amount equal to ten percent (10%) of the gross proceeds raised by the Company as required by this Section 2.1. For purposes of this Agreement, the term "Affiliate" shall have the meaning set forth in Rule 12b-2 of the regulations promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act").
