Harbinger Purchased Shares Sample Clauses

Harbinger Purchased Shares. (a) Subject to the terms and conditions set forth in Article VIII, concurrent with the delivery of a Notification in accordance with Article XIII, the Harbinger Satellite Fund shall, or shall procure that any relevant investor will, provide an equity commitment letter to the Company's Board and to the Financial Advisor (the "Equity Commitment Letter"). The Equity Commitment Letter shall confirm the amount of committed equity financing (such amount, as may be increased pursuant to Article XIV, the "Equity Cash Confirmation Amount") which will be available to the Company on the Closing Date on a Certain Funds Basis pursuant to Section 11.2(b). The Equity Cash Confirmation Amount shall be such amount as, when taken together with the Debt Cash Confirmation Amount, shall enable the Company to satisfy the cash consideration payable pursuant to the Firm Offer in full, including, in the case of an Offer, any amounts which may become payable by virtue of acquisitions of Target Shares in accordance with the provisions of Chapter 3 of Part 28 of the Companies Act 2006. The terms of the Equity Commitment Letter, and other supporting information provided by Xxxxxxxxx to the Company's Board and to the Financial Advisor shall be such as is reasonable and customary in the UK so as to enable the Financial Advisor, when taken together with the Debt Commitment Letter, to provide the cash confirmation statement with respect to the Equity Cash Confirmation Amount to be included in the Firm Offer Announcement in compliance with the terms of Rule 2.5(c) of the UK Takeover Code and to be included in the Offer Document or Scheme Document in compliance with the terms of Rule 24.7 of the UK Takeover Code (the "Cash Confirmation Statement").
Sample 1
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Related to Harbinger 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.

  • Acquisition Shares The Acquisition Shares when delivered to the Vendor shall be validly issued and outstanding as fully paid and non-assessable shares, subject to the provisions of this Agreement, and the Acquisition Shares shall be transferable upon the books of the Purchaser, in all cases subject to the provisions and restrictions of all applicable securities laws. Non-Merger and Survival

  • 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.

  • Purchaser Shares The issuance, transfer, and delivery of the Purchaser Shares hereunder have been duly authorized by all required corporate action on the part of Purchaser, and when issued, transferred, and delivered in accordance with the terms hereof for the consideration expressed herein, will be duly and validly issued, fully paid and non-assessable, free and clear of all Encumbrances.

  • Settlement Shares (a) With respect to any Settlement Date other than the Final Date, the number of Shares designated as such by Counterparty in the relevant Settlement Notice or designated by Dealer pursuant to the “Termination Settlement” provisions of Paragraph 7(g) below, as applicable; provided that the Settlement Shares so designated shall (i) not exceed the Number of Shares at that time and (ii) in the case of a designation by Counterparty, be at least equal to the lesser of 100,000 and the Number of Shares at that time, in each case with the Number of Shares determined taking into account pending Settlement Shares; and

  • Sale Shares The Sale Shares have been duly issued, and the Sellers own the Sale Shares free and clear of all Encumbrances.

  • 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.

  • Parent Shares All outstanding Parent Shares, and all Parent Shares, which may be issued pursuant to this Agreement shall when issued in accordance with this Agreement be, duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights.

  • 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.

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