Initial Buyout Sample Clauses

Initial Buyout. PSSWM shall purchase shares equivalent to ***** ownership of Tiger SS (the “Initial Buyout”). PSSWM will close on the Initial Buyout on the closing date which is the later of January 17, 2005, or the date when all of the following conditions precedents have occurred: (i) the approval by PSSWM of the Articles of Association and other formation and corporate governance documents of Tiger SS and TIGER WFOE; (ii) the initiation of the process for the issuance of a business license by the appropriate Chinese government entity to operate TIGER WFOE as a consulting and sourcing ***** - 10 - ***** Confidential portions of this document have been redacted and have been separately filed with the Commission. company (with formal documentation issued either shortly before or shortly after the Initial Buyout); and (iii) the issuance of China and Hong Kong tax opinions from a big four accounting firm on the contemplated structure and transactions flow between the Parties, in form and substance satisfactory to PSSWM in its sole business judgment, which PSSWM will seek to obtain at its expense by January 17, 2005. The Initial Buyout purchase price shall be US$1 million which shall be paid to the Principals in proportion to the number of shares being conveyed by each Principal. The total number of shares being conveyed shall be equivalent to ***** ownership of Tiger SS.
Sample 1
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Related to Initial Buyout

  • Initial Purchasers as Qualified Institutional Buyers Each Initial Purchaser severally and not jointly represents and warrants to, and agrees with, the Company that:

  • Qualified Institutional Buyer Each Initial Purchaser severally and not jointly represents and warrants to, and agrees with, the Company that it is a "qualified institutional buyer" within the meaning of Rule 144A under the 1933 Act (a "Qualified Institutional Buyer") and an "accredited investor" within the meaning of Rule 501(a) under the 1933 Act (an "Accredited Investor").

  • Qualified Institutional Buyers The Buyer owned and/or invested on a discretionary basis less than $100,000,000, but it is an entity in which all of the equity owners are qualified institutional buyers.

  • Subsequent Purchases After the Closing Date, until the Purchase and Sale Termination Date, each Receivable and the Related Rights generated by each Originator shall be, and shall be deemed to have been, sold or contributed, as applicable, by such Originator to the Buyer immediately (and without further action) upon the creation of such Receivable.

  • Acquisition for Own Account Purchaser is acquiring the Shares and the Conversion Shares for Purchaser's own account for investment only, and not with a view towards their distribution.

  • Subsequent Placements (a) From the date hereof until the Effective Date, the Company will not, directly or indirectly, offer, sell, grant any option to purchase, or otherwise dispose of (or announce any offer, sale, grant or any option to purchase or other disposition of) any of its or the Subsidiaries’ equity or equity equivalent securities, including without limitation any debt, preferred stock or other instrument or security that is, at any time during its life and under any circumstances, convertible into or exchangeable or exercisable for Common Stock or Common Stock Equivalents (any such offer, sale, grant, disposition or announcement being referred to as a “Subsequent Placement”).

  • Own Account Such Purchaser understands that the Securities are “restricted securities” and have not been registered under the Securities Act or any applicable state securities law and is acquiring the Securities as principal for its own account and not with a view to or for distributing or reselling such Securities or any part thereof in violation of the Securities Act or any applicable state securities law, has no present intention of distributing any of such Securities in violation of the Securities Act or any applicable state securities law and has no direct or indirect arrangement or understandings with any other persons to distribute or regarding the distribution of such Securities in violation of the Securities Act or any applicable state securities law (this representation and warranty not limiting such Purchaser’s right to sell the Securities pursuant to the Registration Statement or otherwise in compliance with applicable federal and state securities laws). Such Purchaser is acquiring the Securities hereunder in the ordinary course of its business.

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