UGE PURCHASE OF COMPANY SHARES; CONSIDERATION Sample Clauses

UGE PURCHASE OF COMPANY SHARES; CONSIDERATION. The Shareholders, after execution hereof, propose to file an agreed Amendment to the Company’s Articles of Incorporation and take all such actions as are reasonably necessary to make and reconstitute the Company as a Special Purpose Entity (“SPE”), with its only purpose and business to be the ownership and operation of the Channahon Facility and to comply with all terms and conditions provided herein. The proposed Amendment is annexed hereto as Exhibit A. Based on the Company being able to achieve this SPE status, the Parties agree to issue shares and provide the considerations to one another as provided in the entirety of this Section 2. If for any reason the Company cannot be reconstituted as an SPE, or the Shareholders, or their tax advisors determine that a new corporation or different form of business entity better suits the Shareholders purposes, or financing of the Channahon Facility is required to be in or benefits from a newly formed business entity now or in the future, the Shareholders agree to form such new business entity and Transfer from the Company to such business entity any and all assets of or at the time of Transfer are associated with Channahon Facility. In the event of such Transfer an appropriate Substitute Agreement shall be prepared and executed. The Substitute Agreement shall conform in all material terms, aspects, ownership percentages, profit allocations and respects with this Agreement and incorporate all terms and purposes hereof into such Substitute Agreement. Until the execution of the Substitute Agreement, this Agreement shall continue to govern the Shareholders.
Sample 1Sample 2
AutoNDA by SimpleDocs

Related to UGE PURCHASE OF COMPANY SHARES; CONSIDERATION

  • Purchase of Company Shares Acquisition Sub shall have accepted for payment and paid for all of the Company Shares validly tendered and not withdrawn pursuant to the Offer.

  • Stock Consideration 3 subsidiary...................................................................53

  • Consideration Shares The Consideration Shares, when issued in accordance with the terms and conditions of this Agreement, will be fully paid and non-assessable.

  • Purchase of Common Shares Subject to the satisfaction (or waiver) of the conditions set forth in Sections 6 and 7 below, the Company shall issue and sell to each Buyer, and each Buyer severally, but not jointly, agrees to purchase from the Company on the Closing Date (as defined below) such aggregate number of Common Shares as is set forth opposite such Buyer’s name in column (3) on the Schedule of Buyers.

  • Sale and Purchase of Common Stock 1.1. Subject to the conditions hereof, the Company hereby agrees to issue and sell to Subscriber, and Subscriber hereby agrees to subscribe for and purchase from the Company, for investment, on the Closing Date (as defined below), the number of shares of Common Stock set forth next to Subscriber’s name on Schedule I hereto (the “Shares”) at a purchase price equal to the price per share to the public in the Public Offering, less the underwriting discounts and commission payable to the underwriters in the Public Offering (the “Purchase Price”).

  • Company Shares If the managing underwriter has not limited the number of Registrable Securities to be underwritten, the Company may include securities for its own account or for the account of others in such registration if the managing underwriter so agrees and if the number of Registrable Securities which would otherwise have been included in such registration and underwriting will not thereby be limited.

  • 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

  • Buyer Shares Each Buyer Share issued and outstanding at and as of the Effective Time will remain issued and outstanding.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!