Additional Purchased Shares. The Company shall be prepared to deliver to each of the Purchasers certificates in definitive form representing the number of Additional Purchased Shares set forth opposite such Purchaser's name on Schedule 2.3 hereto, registered in the name of such Purchaser.

Additional Purchased Shares. (a) From time to time during the period commencing on the Second Closing Date and ending on the second anniversary of the Second Closing Date, the Trust shall have the option to sell, and Buyer agrees to purchase, the additional shares described in Section 6.6(b) (the "Additional Purchased Shares") for an aggregate purchase price that shall not exceed $200,000,000 (the "Additional Purchase Option") solely for the purpose of funding property acquisitions approved by a majority of the Managers that are not Affiliates of the seller of the property or of the assignor that assigned its right to acquire such property to the Trust, on the terms and subject to the conditions contained herein. The Additional Purchase Option shall only be exercisable by action of a majority of the Managers, excluding the Buyer Representatives. (b) The Additional Purchased Shares shall consist of all, or any combination of the following, as the Trust elects subject to the provisions of this Section 6.6: (i) Trust Common Shares at a price of $15.50 per share, or (ii) Buyer Preferred Shares at a price of $14.00 per share; provided, however, that if Buyer would own, as a result of any such sale and purchase, in excess of 49.9% of the outstanding Trust Common Shares, excluding Buyer Preferred Shares (the "Threshold Amount"), the Trust may sell only Buyer Preferred Shares to Buyer, on the terms described in Section 6.6(b)(ii). (c) The price per share described in Sections 6.6(b)(i) and 6.6(b)(ii) shall be adjusted as follows: (i) if the average closing price on the NYSE of one Trust Common Share, determined by reference to The Wall Street Journal, for the ten trading days immediately preceding the date on which the Additional Purchase Option is exercised (the "Exercise Date Trailing Average") is less than $12.12, then the purchase price per Trust Common Share or Buyer Preferred Share, as applicable, shall be adjusted downward by multiplying the same by a fraction, the numerator of which shall be the Exercise Date Trailing Average and the denominator of which shall be $12.12, and (ii) in the event of any share split, subdivision, combination, merger, reclassification or share dividend related to the Trust Common Shares or the Buyer Preferred Shares, as applicable, the price per Trust Common Share or Buyer Preferred Share shall be adjusted so that the price per share is multiplied by a fraction the numerator of which is the total number of Trust Common Shares and Buyer Preferred Shares outs...

Additional Purchased Shares. Subject to the terms and conditions hereof, the Corporation agrees to issue and the Purchaser agrees to subscribe for the Additional Purchased Shares on the Closing Date. The subscription price payable by the Purchaser to the Corporation for the Additional Purchased Shares shall be $US3,000,000.

Additional Purchased Shares. 2.1.3.1. Subject to the terms and conditions of this Agreement and the fulfillment of the Conditions Precedent, at Closing or Deferred Closing, in accordance with the gradual transfer mechanism set forth hereunder and in accordance with Section ‎2.2.4 hereunder, the Seller shall sell to the Purchaser, and the Purchaser shall purchase from the Seller, all of the Additional Purchased Shares, free and clear of any Liens, in exchange for the consideration set forth hereunder. Seller shall not transfer any of the Additional Purchased Shares to any third party until all of the Additional Purchased Shares shall have been transferred to Purchaser under the terms of this Section 2.1.3, provided that to the extent such Additional Purchased Shares are free and clear, Seller shall be entitled to pledge such shares.

Additional Purchased Shares. In the event that a Purchaser fails to perform any of its obligations to purchase the Purchased Shares in accordance with Section 2(b) of this Agreement for any reason, the other Purchasers shall have the option to purchase 50% of the non-performing Purchaser's portion of the Purchased Shares (the "Allocated Shortfall") and Cerberus and the Designated Executives shall have the option to purchase the other 50% of the non-performing Purchaser's portion of the Purchased Shares (with such allocation between Cerberus and the Designated Executives as they shall agree), each such Purchaser purchasing its pro rata share (based on its commitment hereunder) of the shares of Common Stock comprising the Allocated Shortfall or such other allocation as mutually agreed to by the performing Purchasers. In the event that two or more Purchasers fail to perform any of their obligations to purchase the Purchased Shares in accordance with Section 2(b) of this Agreement for any reason, the remaining Purchasers shall have the option to purchase the Allocated Shortfall of such non-performing Purchasers' portion of the Purchased Shares in accordance with their respective pro rata share or such other allocation as mutually agreed to by the performing Purchasers.

Additional Purchased Shares. 40 Section 6.7 Anti-Dilution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41 Section 6.8 No Repurchase Program . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42 Section 6.9 Excess Securities Provision . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42 Section 6.10 Disinterested Managers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42 Section 6.11 Standstill . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42 Section 6.12 Funding Prior to Second Closing. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43

Related to Additional Purchased Shares

Purchased Shares Subject to the terms and conditions provided below, Seller shall sell and transfer to Buyers and Buyers shall purchase from Seller, on the Closing Date (as defined in Section 1(c)), all of the Shares.
Purchase Shares Subject to the terms and conditions hereinafter set forth herein, the Holder is entitled, upon surrender of this Warrant at the principal office of the Company (or at such other place as the Company shall notify the holder hereof in writing), to purchase from the Company up to ( ) fully paid and nonassessable shares of Common Stock, par value $0.0001, of the Company, as constituted on the Warrant Issue Date (the “Common Stock”). The number of shares of Common Stock issuable pursuant to this Section 1 (the “Shares”) shall be subject to adjustment pursuant to Section 9 hereof.
Acquired Shares Any Shares or other voting securities of the Bank with respect to which beneficial ownership is acquired by Shareholder or its affiliates, including, without limitation, by purchase, as a result of a stock dividend, stock split, recapitalization, combination, reclassification, exchange or change of such Shares or upon exercise or conversion of any securities of the Bank, if any, after the date hereof shall automatically become subject to the terms of this Agreement.
Buyer Shares Each Buyer Share issued and outstanding at and as of the Effective Time will remain issued and outstanding.
Consideration Shares All Consideration Shares will, when issued in accordance with the terms of the Arrangement, be duly authorized, validly issued, fully paid and non-assessable Purchaser Shares.
Initial Shares The Shares to be purchased by each Underwriter hereunder, in definitive form, and in such authorized denominations and registered in such names as the Representative may request upon at least forty-eight hours’ prior notice to the Company, shall be delivered by or on behalf of the Company to the Representative, including, at the option of the Representative, through the facilities of The Depository Trust Company (“DTC”) for the account of such Underwriter, against payment by or on behalf of such Underwriter of the purchase price therefor by wire transfer of Federal (same-day) funds to the account specified to the Representative by the Company upon at least forty-eight hours’ prior notice. The Company will cause the certificates representing the Initial Shares to be made available for checking and packaging at least twenty-four hours prior to the Closing Time (as defined below) with respect thereto at the office of the Representative, 0000 00xx Xxxxxx Xxxxx, Xxxxxxxxx, Xxxxxxxx 00000, or at the office of DTC or its designated custodian, as the case may be (the “Designated Office”). The time and date of such delivery and payment shall be 9:30 a.m., New York City time, on the third (fourth, if pricing occurs after 4:30 p.m., New York City time) business day after the date hereof (unless another time and date shall be agreed to by the Representative and the Company). The time at which such payment and delivery are actually made is hereinafter sometimes called the “Closing Time” and the date of delivery of both Initial Shares and Option Shares is hereinafter sometimes called the “Date of Delivery.”
WARRANT HOLDER NOT DEEMED A SHAREHOLDER Except as otherwise specifically provided herein, the Holder, solely in such Person’s capacity as a holder of this Warrant, shall not be entitled to vote or receive dividends or be deemed the holder of share capital of the Company for any purpose, nor shall anything contained in this Warrant be construed to confer upon the Holder, solely in such Person’s capacity as the Holder of this Warrant, any of the rights of a shareholder of the Company or any right to vote, give or withhold consent to any corporate action (whether any reorganization, issue of stock, reclassification of stock, consolidation, merger, conveyance or otherwise), receive notice of meetings, receive dividends or subscription rights, or otherwise, prior to the issuance to the Holder of the Warrant Shares which such Person is then entitled to receive upon the due exercise of this Warrant. In addition, nothing contained in this Warrant shall be construed as imposing any liabilities on the Holder to purchase any securities (upon exercise of this Warrant or otherwise) or as a shareholder of the Company, whether such liabilities are asserted by the Company or by creditors of the Company. Notwithstanding this Section 6, the Company shall provide the Holder with copies of the same notices and other information given to the shareholders of the Company generally, contemporaneously with the giving thereof to the shareholders.
Acknowledgment Regarding Purchasers’ Purchase of Shares The Company acknowledges and agrees that each of the Purchasers is acting solely in the capacity of an arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated thereby. The Company further acknowledges that no Purchaser is acting as a financial advisor or fiduciary of the Company (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated thereby and any advice given by any Purchaser or any of their respective representatives or agents in connection with the Transaction Documents and the transactions contemplated thereby is merely incidental to the Purchasers’ purchase of the Shares. The Company further represents to each Purchaser that the Company’s decision to enter into this Agreement and the other Transaction Documents has been based solely on the independent evaluation of the transactions contemplated hereby by the Company and its representatives.
Purchase and Sale of Purchased Shares At the Closing and on the terms and subject to the conditions set forth in this Agreement, Sellers shall sell and deliver to Purchaser, and Purchaser shall purchase from Sellers and pay therefor, the Purchased Shares, free and clear of any and all Encumbrances and in suitable form for transfer to Purchaser.
Warrant Holder Not Shareholder This Warrant does not confer upon the holder hereof any right to vote or to consent or to receive notice as a shareholder of the Company, as such, in respect of any matters whatsoever, or any other rights or liabilities as a shareholder, prior to the exercise hereof as hereinbefore provided.

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