Acquired Common Stock definition
Examples of Acquired Common Stock in a sentence
The Company will have no obligation to reimburse the Investor for the amount that is less than 2% or more than 15% of the Aggregate Purchase Price the Investor has agreed in Section 1.1 to pay for the Acquired Common Stock it is purchasing.
The Investor is, however, relying on the representations and warranties of the Company in this Agreement in making its decision to purchase Acquired Common Stock.
When shares of Acquired Common Stock are sold to the Investors on the Closing Date as contemplated by this Agreement, the respective Investors will own such shares free and clear of any liens, encumbrances or claims of any other persons, other than liens imposed because of acts of the Investors and restrictions on transfer imposed by applicable securities or banking laws.
The Investor will be acquiring the Acquired Common Stock for investment (as that term is defined in the rules under the HSR Act) and, assuming the Company’s representations and warranties in Section 3.1(h) are correct, the acquisition of the Acquired Common Stock by the Investor as contemplated by this Agreement will not result in the Investor’s owning 25% or more of the outstanding Common Stock.
The Investor is aware that the Acquired Common Stock is being offered in a transaction not involving a public offering in the United States, that the offer and sale of the Acquired Common Stock has not been registered under the Securities Act, and that the Investor may only sell or transfer Acquired Common Stock under the limited circumstances set forth in Article 7.
The Investor’s decision to enter into this Agreement and to purchase the Acquired Common Stock it has agreed to purchase was based on the Investor’s or its adviser’s independent analysis of the merits and risks of an investment in Acquired Common Stock, taking into account the Investor’s own financial circumstances.
The shares of Acquired Common Stock have been duly authorized and, when issued and delivered in accordance with this Agreement, will be validly issued, fully paid and non-assessable outstanding shares of Common Stock and will not subject the Investors to personal liability.
Upon receipt by the Company of confirmation that such funds have been received, the Company will instruct The Bank of New York Mellon Shareholder Services (or its successor), as transfer agent, to issue the Acquired Common Stock to the Investor in book entry form.
The Investor has, or has legally binding commitments from equity investors, lenders or both to provide, and the Investor will have on the Closing Date, all the funds the Investor will require to enable the Investor to pay the purchase price for the Acquired Common Stock it will be purchasing as described in Section 1.1 when and as contemplated by this Agreement.
The Investor and its affiliates do not own an interest in any depository institution such that the acquisition by the Investors of the Acquired Common Stock would cause FirstBank and that depository institution to become “commonly controlled insured depository institutions” (as that term is defined for purposes of Section 5(e) of the Federal Deposit Insurance Act).