Share Acquisition Sample Clauses

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 ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policy; (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. On the Effective Date, as defined in Section 8.01, RBI will acquire all of the outstanding HCB Stock pursuant to the provisions of, and with the effects provided in, the Oklahoma General Corporation Act. No changes will be made to the certificate of incorporation of HCB or the Articles of Incorporation of HCB by reason of the consummation of this transaction. At the Effective Time, the terms of directors of HCB shall terminate and their successors shall be designated by RBI; the terms of the Officers of HCB shall terminate and their successors shall be elected by the newly designated board of directors of HCB; HCB and RBI shall each continue to possess all of the rights, privileges and franchises possessed by each prior to this transaction; Each of HCB and RBI shall continue to be responsible for all of their respective liabilities and obligations; and the Share Acquisition shall not affect or impair the rights of the creditors or of any persons dealing with RBI or HCB.

Share Acquisition. Stockholder agrees that, in the event (i) of any stock or extraordinary dividend or other distribution, stock split, reverse stock split, recapitalization, reclassification, reorganization, combination, exchange or other like change, of or affecting the Shares or (ii) that Stockholder purchases or otherwise acquires Beneficial Ownership of, or acquires the right to vote or share in the voting of, any shares of capital stock of the Company (including through the exercise of any derivative instruments), in each case after the execution of this Agreement (including by conversion, operation of law or otherwise) (collectively, the “New Shares”), Stockholder shall deliver promptly to Parent written notice of its acquisition or receipt of New Shares which notice shall state the number of New Shares so acquired or received. Stockholder agrees that any New Shares acquired or received by Stockholder pursuant to clause (i) or (ii) of this paragraph shall be subject to the terms of this Agreement, including all covenants, agreements, obligations, representations and warranties set forth herein, and shall constitute Shares to the same extent as if those New Shares were owned by Stockholder on the date of this Agreement, and Schedule A shall be deemed adjusted accordingly. Stockholder agrees that this Agreement and the obligations hereunder shall be binding upon any person to which record or Beneficial Ownership of Stockholder’s Shares shall pass, whether by operation of Law or otherwise, including Stockholder’s heirs, guardians, administrators or successors, and Stockholder further agrees to take all reasonable actions necessary to effectuate the foregoing.

Share Acquisition. 1.1 Party A shall deliver and Party B shall obtain the Acquired Shares and all rights and obligations attached hereto. After the completion of the Share Acquisition, Party B shall hold 100% of equity interest in the Company. 1.2 There is no encumbrance in the Acquired Shares. 1.3 Representations and warranties made by Party A to Party B: (i) it has the necessary authority and qualification to execute this Agreement; (ii) the clauses of this Agreement shall be binding to it once approved by the authority (iii) exercise of the rights and fulfillment of the obligation under the Agreement by it shall not violate any binding laws and other executed agreements. 1.4 Representations and warranties made by Party B to Party A: (i) it has the necessary authority and qualification to execute this Agreement; (ii) the clauses of this Agreement shall be binding to it once approved by the authority (iii) exercise of the rights and fulfillment of the obligation under the Agreement by it shall not violate any binding laws and other executed agreements.

Share Acquisition. Following a successful development of a particular project initiated by Miris, the project will continue as a special purpose vehicle. This will generally be achieved through a Carve Out Event whereby the project is dropped down into a limited liability company as contribution in kind (Nw. tingsinnskudd). The Share Acquisition constitutes a preferential right/ option to acquire shares in a Project Company at an early stage, but at a fair market value, before new Investors are offered to subscribe for new shares in any subsequent private placement. Following a Carve Out Event of any real estate project, the Lender (and any other lenders of the Company) will have the option, but not a duty, to acquire Shares owned by the Borrower in any applicable Project Company (the Share Acquisition). The Share Acquisition may not exceed the value of the Loan Amount at the Share or project Acquisition Period. The Share Acquisition will be settled by way of set-off, whereby the Borrower will issue a set-off declaration to the Lender on the MIRIS X platform confirming that the Loan (in part or in full, depending on the number of shares being acquired) has been settled by way of set-off. Should the Lender wish to invoke the Share Acquisition right which covers a part of the outstanding Loan Amount (including any accrued but not yet paid Interest), the remaining principle amount under the Loan shall be visible on the User’s account on the MIRIS X platform and the terms of this Loan Agreement shall continue to apply to such outstanding Loan Amount.

Share Acquisition. Between the date hereof and the earlier to occur of (i) the Closing Date and (ii) the termination of this Agreement, such Investor shall not acquire beneficial ownership of any Common Shares, other than (x) pursuant to this Agreement and/or any of the other Transaction Documents and (y) in connection with the Rights Offering.