Share Acquisition. Subject to and upon the terms and conditions set forth in this Agreement, on the Closing Date, the Xxx Xxxxx Shareholders will sell to JML, and JML will purchase all right, title and interest in and to all classes of shares of Xxx Xxxxx (the “Xxx Xxxxx Shares”) then outstanding.
Share Acquisition. Between the date hereof and the Closing Date, the Investor shall not acquire beneficial ownership of any shares of Common Stock, other than pursuant to the transactions contemplated hereby.
Share Acquisition. Employee agrees to spend an amount equal to thirty percent (30%) of Employee’s 2017 bonus, payable in 2018, to purchase shares of the Company on the open market. Employee may purchase such shares in open market transactions or through a 10b5-1 Plan reasonably designed to acquire the required number of shares no later than December 31, 2018, subject to open trading windows and the availability of shares on the open market.
Share Acquisition. (a) The Investor and the Company agree that the Investor or any of its Affiliates may acquire up to an additional 8 million shares of Common Stock (the “New Shares”), provided that (i) with respect to the New Shares, at any general or special meeting of the Company’s stockholders, or in connection with any written consent of the Company’s stockholders, the Investor (and its Affiliates, as applicable) shall vote all of the New Shares entitled to be voted at the meeting or execute any applicable written consent of stockholders in the same proportion as all shares of Common Stock other than those beneficially owned by the Investor or its Affiliates are voted (or consented, as applicable) with respect to any matter up for stockholder vote or written consent and (ii) for so long as the Investor has a representative (who is a principal or employee of the Investor or its Affiliates) on the Board, it shall comply with the Company’s xxxxxxx xxxxxxx policy; 3917199-5
(b) As used in this Agreement:
(i) the term “Affiliate” shall have the meaning set forth in Rule 12b-2 promulgated by the SEC under the Securities Exchange Act of 1934, as amended (the “Exchange Act”); the terms “beneficial owner” and “beneficial ownership” shall have the same meanings as set forth in Rule 13d-3 promulgated by the SEC under the Exchange Act; and the terms “person” or “persons” shall mean any individual, corporation (including not-for-profit), general or limited partnership, limited liability company, joint venture, estate, trust, association, organization or other entity of any kind or nature; and
Share Acquisition. 1.1 Subject to the satisfaction or waiver of such terms and conditions as may be contained in the Acquisition Agreement by the parties thereto (including for greater certainty, the approval of the Plan of Arrangement) and the receipt of relief from the issuer bid requirements of applicable securities laws, if any, required in connection with the transactions contemplated hereby, the Holder and the Issuer hereby agree that, with respect to all Acquired Shares, if any, owned by the Holder immediately before the Effective Time, the Issuer will purchase for cancellation from the Holder and the Holder will sell, at the time provided for such acquisition in the Plan of Arrangement (the “Foundation Closing”), all such Acquired Shares in consideration for a cash purchase price per Acquired Share equal to the same price per share at which the Purchaser will acquire other limited voting shares of the Issuer from the public under the Plan of Arrangement, which the parties hereto agree is an amount that does not exceed the fair market value per Acquired Share at such time.
1.2 The parties hereto specify an amount per Acquired Share equal to US$82.00 per Acquired Share for purposes of subsection 191(4) of the Income Tax Act (Canada).
1.3 The aggregate purchase price for the Acquired Shares as contemplated by Section 1.1 will be payable in accordance with the Plan of Arrangement or in the manner as otherwise agreed to by the parties.
Share Acquisition. 3.1 Promptly after the initial cash contributions have been made to the Entity by all Participating HJKK Directors, Mr. Xxxx Xxxxx, as the representative of the Entity, shall take all steps to purchase and acquire, in the name of the Entity and for the benefit of all Participating HJKK Directors, perfect and complete title to and ownership of four (4) shares of stock of HJKK from HII, at a price equal to the aggregate of all initial and additional cash contributions made or to be made by the Participating HJKK Directors; provided, however, that the price for the four (4) shares shall be paid to HII by the Entity, in the manner specified immediately below:.
3.1.1 At the time of the acquisition of the four (4) shares, the sum equal to the initial cash contributions; and
3.1.2 Within fourteen (14) days of each anniversary of the establishment of the Entity, as specified in Exhibit B, the sum equal to all additional cash contributions made by each Participating HJKK Director, at such anniversary, pursuant to Paragraph 2.3, above.
3.2 The four (4) shares of stock of HJKK (hereinafter the "Subject HJKK Shares") acquired in the name of the Entity, pursuant to Paragraph 3.1, above, shall be held in the name of the Entity, but for the benefit of all Participating HJKK Directors, in accordance with the provisions of this Agreement. Each Participating HJKK Director shall have a joint and several, but undivided, interest in the Subject HJKK Shares with other Participating HJKK Directors, according to the percentage that his or her cash contribution bears to the aggregate of all cash contributions made by the Participating HJKK Directors, as is specified in Exhibit A (hereinafter the "Interest Percentage").
Share Acquisition. Seller is acquiring the Shares for its own account, for investment only, and not for the interest of any other, and not with the intention of, or a view toward, the resale, transfer or further distribution in violation of the Securities Act of 1933 (the "Act"). The Shares were not offered to Seller by means of: (a) an advertisement, article, notice, letter, circular or other communication published in any newspaper, magazine or similar medium or by other written communication or broadcast over television or radio; or (b) a seminar or meeting held pursuant to public invitation or announcement; or (c) any other form of general solicitation or advertising. Seller is an "accredited investor" as defined in ss2(15) of the Act and in Rule 501(a) promulgated under the Act. Seller can bear the economic risk (including loss of the entire investment) of the investment in Parent for an indefinite period of time without impairing its ability to provide for Seller in the same manner as that prior to acquiring the Shares. Seller, either alone or with its advisors, has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of this investment. Seller has reviewed the Parent's SEC Reports. Seller has adequate means of providing for its current needs and contingencies and has no need for liquidity in this investment in Parent. Seller has relied, if at all, solely upon the advice of personal advisors with respect to the tax and other aspects of an investment in Parent and has not received or relied upon any representations, warranties or assurances of Parent, Purchaser or any of their representatives relating to the tax and other aspects of an investment in Parent. Seller understands that the Shares have not been registered under the Act, nor under any U.S. or foreign state or other blue sky or securities laws, and the Shares cannot be sold or otherwise transferred except pursuant to an effective registration or under such laws or in reliance upon an exemption therefrom. Seller acknowledges that a restrictive legend will be placed on the certificate evidencing the Shares to the effect that the Shares have not been registered and may not be sold or otherwise transferred until registered or in reliance upon an exemption.
Share Acquisition. Subject to the terms and conditions of this Agreement, immediately following the Company Split, MJP shall sell and transfer the Newco Shares to Acquisition Sub free and clear of any Encumbrances (other than any Encumbrances created by the Buyer Group), and Acquisition Sub will purchase the Newco Shares from MJP.
Share Acquisition. 4.1 Party A will acquire 35% shares in the aggregate in the Company held by the Original Shareholders for their own account and for others. The actual shareholders agree and authorize Party B to transfer the 18.55% shares it held in the Company and interests therein to Party A for a consideration of RMB0, and authorize Party C to transfer the 16.45% shares it held in the Company and interests therein to Party A for a consideration of RMB0 (collectively, the “Share Acquisition”). After the completion of this share acquisition, the shareholders and their shareholding in the Company shall be as set forth in the following table: Hunan Ruixi Financial Leasing Co., Ltd. Subscribed for 3.5 Actually paid 0 35% Xxxxxxxxx Xxxx Subscribed for 3.445 Actually paid 0 34.45% Xi Yang Subscribed for 3.055 Actually paid 0 30.55%
4.2 Party A, on the one part, and Party B, Party C, on the other part, will enter into the Share Transfer Agreement on the matter of the Share Acquisition, and will process changes of industrial and commercial registration.
4.3 The Original Shareholders undertake that, after the completion of the Share Acquisition, none of the shareholders of the Company (other than Party A) shall hold more than 35% of shares in the Company, and all shareholders shall assist Party A with the consolidation of financial statements regarding the Company, and ensure Party A has a control of the general meeting and board of directors of the Company.
4.4 After the completion of the Share Acquisition, Party A shall hold 35% of the shares in the Company, and the Original Shareholders shall collectively hold 65% of the shares. The shareholders with industrial and commercial registration, and actual shareholders’ shareholding in the Company shall be as set out in the following table: Xxxxxxxxx Xxxx 34.45% Xxxxxxxxx Xxxx 31.005% Xxxxxxx Xxx 3.445% Xi Yang 30.55% Yiqiang He 27.495% Xxxxxxx Xxx 3.055% Hunan Ruixi Financial Leasing Co., Ltd. 35% Hunan Ruixi Financial Leasing Co., Ltd. /
Share Acquisition. At the Share Acquisition Closing (as defined below), and subject to the terms and conditions of this Agreement, Avanex shall purchase from Parent, or shall cause one or more of its Subsidiaries to purchase from Parent, and Parent shall sell, convey, transfer, assign and deliver, or procure the sale, conveyance, transfer, assignment and delivery to Avanex, or one or more designated Subsidiaries of Avanex, free and clear of all Liens, or other defects of title, all of the issued and outstanding share capital of Optronics France as of the Closing Date (the “Optronics France Shares”) (together with all rights attaching to such share capital, including the right to receive all distributions and dividends as declared, paid or made in respect of it on or after the Closing Date), and Optronics France shall become a direct wholly-owned subsidiary of Avanex.
