Acquisition of Company Shares. (a) Except for transactions permitted by Section 4.1(a), neither the CVH Parties nor the Fintech Parties shall acquire, either directly or indirectly, any Company Shares, any shares of capital stock of TEO or any shares of capital stock of Nortel Inversora S.A., or the Company (collectively, the “Relevant Shares”) from any Person other than in accordance with this Section 6.7(a). Prior to acquiring any Relevant Shares from any Person, the acquiring CVH Party or Fintech Party (or the Veto Third Party Shareholder, if applicable) shall provide notice to the CVH Parties or the Fintech Parties (or the Veto Third Party Shareholder, as applicable), of such opportunity to acquire Relevant Shares, which notice shall include the proposed number of Relevant Shares to be acquired and the price per Relevant Share. The CVH Parties or the Fintech Parties (or the Veto Third Party Shareholder, as applicable), will be entitled to purchase fifty percent (50%) of the Relevant Shares to be purchased by the acquiring Party on the same terms. If the other Parties do not elect to purchase their portion of the Relevant Shares, the acquiring Party may purchase 100% of the Relevant Shares for its own account. Notwithstanding anything to the contrary herein, this Section 6.7 shall not apply to (i) the acquisition of Series B Preferred Shares (including Series B Preferred Shares represented by American Depositary Shares) of Nortel Inversora S.A., if the acquisition of such shares would result in the acquiring Party owning up to ninety-one percent (91%) of the outstanding Series B Preferred Shares of Nortel Inversora S.A., (ii) the acquisition of any Relevant Shares by any CVH Parties or Fintech Parties or any Affiliate thereof from any CVH Parties or Fintech Parties, (iii) the acquisition by the CVH Parties in the aggregate of (x) until the Merger Effective Date, up to 2.0% of the outstanding shares of the Company after giving effect to the Merger, and (y) after the Merger Effective Date, up to the difference between 2% of the outstanding Company Shares and the percentage of Company Shares representing the total amount of Company Shares acquired under (x), and (iv) any purchase under the Call Option Agreement.
(b) In the event that a Public Acquisition Offer (Oferta Pública de Adquisición or “Public Acquisition Offer”) is required to be made in connection with the Merger, the CVH Parties shall make such Public Acquisition Offer and the Fintech Parties will be jointly and severally lia...
Acquisition of Company Shares. Buyer is acquiring the Company Shares for its own account and not with a view to distribution with the meaning of Section 2(a)(11) of the Securities Act. Buyer is an “accredited investor” (as that term is defined by Rule 501 of the Securities Act). Buyer confirms that the Company and Sellers have made available to Buyer the opportunity to ask questions of the officers and management employees of the Company and the Subsidiary and to acquire additional information about the business and financial condition of the Company; provided, however, that the foregoing does not limit in any way the representations and warranties of the Company and Sellers in this Agreement or the right of the Buyer to rely thereon.
Acquisition of Company Shares. The Buyer is acquiring the Series A Preferred Stock, the Common Stock and the Options for its own account for investment and not with a view towards the resale, transfer or distribution thereof, nor with any present intention of distributing such shares. The Buyer understands that none of the Series A Preferred Stock, the Common Stock and the Options have been registered under the Securities Act or any state securities law, by reason of their issuance in a transaction exempt from the registration requirements of the Securities Act and such laws, which exemption depends upon, among other things, the bona fide nature of the Buyer's investment intent as expressed herein. The Buyer also understands that such securities must be held indefinitely unless they are subsequently registered under the Securities Act and such laws or a subsequent disposition thereof is exempt from registration.
Acquisition of Company Shares. Purchaser is acquiring the Company Shares solely for the purpose of investment and not with a view to, or for sale in connection with, any distribution of the Company Shares in violation of applicable securities Laws. Purchaser acknowledges that the Company Shares have not been registered under applicable securities Laws and that the Company Shares may not be transferred or sold except pursuant to applicable securities Laws.
Acquisition of Company Shares. If the IPP, pursuant to the Allocation, will acquire any Company Shares pursuant to Section 3.1(b): (a) the Company Shares to be acquired by such IPP shall be acquired for its own account and without a view to the resale or distribution thereof or shall be issued (in whole or in part) to designees of such IPP, consisting of partners and shareholders (at any tier), Affiliates, lenders, steam hosts or Gas Mitigation Third Parties (provided any such designee shall provide the Company with a letter containing substantially the same representations set forth in this Section 5.6 and, if applicable, designating a suitable purchaser representative, which letter shall be reasonably satisfactory to the Company and its counsel); provided, however, that the foregoing shall not preclude the IPP from transferring or selling the Company Shares to be acquired by it in the manner described in clauses (c)(i), (ii) or (iii) below; (b) such IPP is either (x) an "accredited investor" as such term is defined in Rule 501(a) of Regulation D under the Securities Act or (y) if not an "accredited investor", either alone or with its purchaser representative, has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of its investment in the Company Shares, within the meaning of Rule 506(b)(2)(ii) of Regulation D under the Securities Act; and (c) such IPP understands that the sale of the Company Shares to such IPP has not been registered under the Securities Act or any applicable state securities laws and, therefore, the Company Shares cannot be transferred, sold, pledged or otherwise disposed of, except (i) pursuant to the Shelf Registration Statement or another effective registration statement under the Securities Act and in compliance with the prospectus-delivery requirement under the Securities Act, (ii) in accordance with Rule 144 under the Securities Act after the applicable time period specified therein or (iii) in accordance with another exemption from the registration requirements of the Securities Act. For purposes hereof, the IPPs' purchaser representative, if any, is WP&Co. or another equivalent investment banker. Not later than ten (10) Business Days prior to the Consummation Date, the IPP shall give a notice to WP&Co. stating the number of non-accredited investors to which such IPP shall designate that any part of the Company Shares to be acquired by such IPP pursuant to Section 3.1(b) shall be issued on the ...
Acquisition of Company Shares. AISA Share and Intercompany Loan for Investment; Ability to Evaluate and Bear Risk.
(a) Purchaser is acquiring the Company Shares, the AISA Share and the Intercompany Loan (and, if there is a Carve-out Event in respect of NFO Infratest OY, the Finnish Shares) for investment and not with a view toward, or for sale in connection with, any distribution thereof, nor with any present intention of distributing or selling the Company Shares, the AISA Share or the Intercompany Loan (or, if applicable, the Finnish Shares). Purchaser agrees that the Company Shares, the AISA Share and the Intercompany Loan (and, if there is a Carve-out Event in respect of NFO Infratest OY, the Finnish Shares) may not be sold, transferred, offered for sale, pledged, hypothecated or otherwise disposed of without registration under the Securities Act and qualification under any applicable state securities laws, except pursuant to an exemption from such registration under such Act and qualification under such laws.
(b) Purchaser is an "accredited investor" within the meaning of Regulation D under the Securities Act and is able to bear the economic risk of holding the Company Shares, the AISA Share and the Intercompany Loan for an indefinite period, and has knowledge and experience in financial and business matters such that it is capable of evaluating the risks of the investment in Company Shares, the AISA Share and the Intercompany Loan.
Acquisition of Company Shares. The Buyer is purchasing the Company Shares for its own account for investment only and not with a view to, or for sale in connection with, any distribution of the Company Shares.
Acquisition of Company Shares. Subject to the terms and conditions set forth in this Agreement, the Buyer hereby agrees to acquire at the Closing (as defined in Section 3.1 hereof), and each of the Stockholders hereby agrees to exchange at the Closing, those Company Shares listed opposite the name of such Stockholder on Schedule 1 hereto, in each case free and clear of any and all liens, pledges, security interest, claims, charges, restrictions and encumbrances of any kind or nature whatsoever (collectively, "Liens"), other than restrictions on transfer arising under federal and state securities laws.
Acquisition of Company Shares. Prior to the earlier of the Closing Date or the termination of this Agreement pursuant to Section 6.01, neither Visteon nor any of Visteon’s Subsidiaries shall acquire, directly or indirectly, beneficially or of record, any additional Company Shares or any other securities convertible into or exchangeable or exercisable for, Company Shares or any other equity interests of the Company or any of its Subsidiaries.
Acquisition of Company Shares. SmarTalk is acquiring the Company Shares for investment purposes and not with a view to, or in connection with, the sale or distribution thereof.
