Investment Transaction. The Purchasers shall have immediately prior thereto purchased the Preferred Stock and the Company shall have received payment therefor in full, in the manner set forth in Paragraph 1D above.
Investment Transaction. The investment by TA Equity of at least $45,000,000 of new cash equity in Holdco, which will be contributed to the Borrower upon and as a result of the consummation of the Merger Transaction, and the contribution by certain current stockholders of the Borrower of common stock in the Borrower in exchange for cash and common stock in Holdco. Landlord Waivers. Collectively, the separate landlord waivers which have been or are executed and delivered to the Lender by the landlord under any real property Lease, each in form and substance reasonably satisfactory to the Lender.
Investment Transaction. The consequence of the contract concluded between the Bank and the Investor upon agreement between the Offer and Acceptance under this contract and in accordance with its terms and conditions.
Investment Transaction. On the basis of the representations, ---------------------- warranties, covenants and agreements set forth herein and subject to the satisfaction or waiver of the conditions set forth in Section 2 below, each of the Purchasers and the Company agrees to and shall consummate, and the Shareholders shall cause the Company to consummate, at the Closing, the following transaction (the "Investment Transaction"): the Company shall sell to ---------------------- each Purchaser, and each Purchaser shall purchase from the Company, the number of shares of Preferred Stock set forth opposite such Purchaser's name on the Schedule of Purchasers attached hereto, upon payment of immediately available ---------------------- funds in the amount set forth opposite such Purchaser's name on the Schedule of ----------- Purchasers attached hereto, payable in the manner set forth in Paragraph 1D(i) ---------- below. The aggregate purchase price for such shares of Preferred Stock shall be equal to $120,000,000 (the "Purchase Price"). --------------
Investment Transaction. On the basis of the representations, ---------------------- warranties, covenants and agreements and subject to the satisfaction or waiver of the conditions set forth in Section 2 below, each of the Purchaser and the Company agrees to and shall consummate, and the Shareholders shall cause the Company to consummate, at the Closing, the following transaction (the "Investment Transaction"): the Company shall sell to the Purchaser, and the ---------------------- Purchaser shall purchase from the Company, the number of shares of Series 2 Senior Preferred Stock, Class A Common Stock and Class B Common Stock set forth opposite the Purchaser's name on the Purchaser Schedule attached hereto upon ------------------ payment of immediately available funds in the amount set forth opposite the Purchaser's name on the Purchaser Schedule attached hereto, ------------------ payable in the manner set forth in Section 1F(i) below. The aggregate purchase price for such shares of Series 2 Senior Preferred Stock shall be equal to $12,587,500 and the aggregate purchase price for such shares of Class A Common Stock and Class B Common Stock shall be equal to $2,422,500 (such amounts collectively, the "Stock Purchase Price"). --------------------
Investment Transaction. On the basis of the representations, warranties, covenants and agreements set forth herein, each of the Purchasers and the Company agrees to and shall consummate, at the Closing, the following transaction (the "Investment Transaction"): the Company shall issue and sell to each Purchaser, and each Purchaser shall purchase from the Company, that number of shares of Preferred Securities as is determined pursuant to this Section 1(b), up to the maximum number set forth opposite such Purchaser's name on the Schedule of Purchasers attached hereto, upon payment of immediately available funds in a maximum amount as set forth opposite such Purchaser's name on the Schedule of Purchasers attached hereto, payable in the manner set forth in Section 1(d) below. The price per share of the Preferred Securities shall be $35.19, resulting in a maximum aggregate purchase price for such Preferred Securities of up to $74,999,919.15 (the "Preferred Securities Purchase Price"). Each Purchaser shall purchase that number of shares of Preferred Securities as is equal to such Purchaser's pro rata portion (based upon the amount of the Preferred Securities Purchase Price set forth opposite such Purchaser's name on the Schedule of Purchasers relative to the aggregate maximum amount of the Preferred Securities Purchase Price) of the sum of (A) 568,341 plus (B) that number of Repurchased Shares that the Company has determined to accept for repurchase pursuant to the Repurchase Transaction, as reflected in a disbursement schedule in the form attached hereto as Schedule 1(b) executed at the Closing by the Company and the Purchasers (the "Disbursement Schedule"). In connection with the Investment Transaction the Company, the Purchasers, the Founders, certain key employees and other shareholders of the Company shall enter into an Investors' Rights Agreement in the form of Exhibit B attached hereto (the "Investors' Rights Agreement"), a Voting Agreement in the form attached hereto as Exhibit C-1 (the "Voting Agreement") and a Drag-Along Agreement in the form attached hereto as Exhibit C-2 (the "Drag-Along Agreement").
Investment Transaction. The Board may, at any time upon the giving of notice to the Manager, modify or revoke the authority set forth in this Section 2(f); provided, however, that such modification or revocation shall be effective upon receipt by the Manager and shall not be applicable to Investment Transactions to which the Manager has committed the Company prior to the date of receipt by the Manager of such notification.
Investment Transaction. On the basis of the representations, warranties, covenants and agreements set forth herein and subject to the satisfaction or waiver of the conditions set forth in Section 2, each of the Investors and the Company agrees to and shall consummate, at the Closing, the following transaction (the "Investment Transaction"): the Company shall sell to each Investor, and each Investor shall purchase from the Company, the number of Investor Preferred Shares set forth opposite such Investor's name on the Schedule of Investors attached hereto upon payment of immediately available funds in the amount set forth opposite such Investor's name on the Schedule of Investors attached hereto, payable in the manner set forth in Paragraph 1E(ii) below. The aggregate purchase price for the Investor Preferred Shares shall be equal to $12,200,000 (the "Investor Preferred Share Purchase Price").
Investment Transaction. The Investors shall have simultaneously purchased the Investor Preferred Shares and the Company shall have received payment therefor in full, in the manner set forth in Paragraph 1E above.
Investment Transaction. On the basis of the representations, warranties, covenants and agreements set forth herein and subject to the satisfaction or waiver of the conditions set forth in Section 2 below, each of the Purchasers and the Company agrees to and shall consummate, and the Sellers shall cause the Company to consummate, at the Closing, the following transaction (the "INVESTMENT TRANSACTION"): the Company shall sell to each Purchaser, and each Purchaser shall purchase from the Company, the number of shares of Redeemable Preferred Stock and Convertible Preferred Stock set forth opposite such Purchaser's name on the SCHEDULE OF PURCHASERS attached hereto, upon payment of immediately available funds in the amount set forth opposite such Purchaser's name on the SCHEDULE OF PURCHASERS attached hereto, payable in the manner set forth in Paragraph 1D(i) below. The aggregate purchase price for such shares of Redeemable Preferred Stock shall be equal to $48,268,400 (the "REDEEMABLE PREFERRED STOCK PURCHASE PRICE") and the aggregate purchase price for such shares of Convertible Preferred Stock shall be equal to $48,268,400 (the "CONVERTIBLE PREFERRED STOCK PURCHASE PRICE" and, together with the Redeemable Preferred Stock Purchase Price, the "PURCHASE PRICE").
