Examples of Alpha Shares in a sentence
Escrow Agent will not be responsible for determining the Closing Price or the number of Alpha Shares to be released.
As soon as reasonably practicable following the Effective Time, the Exchange Agent, as agent for such holders of Washington Certificates, shall sell the Excess Alpha Shares at then prevailing prices on the Nasdaq National Market System, all in the manner provided in clause (iii) of this Section 3.2(d).
The Combined Company shall pay all commissions, transfer taxes and other out-of-pocket transaction costs of the Exchange Agent incurred in connection with such sale or sales of Excess Alpha Shares.
Na Related Shareholders have agreed to subscribe for 287,710,833 unpaid Optical Alpha Shares at the Cancellation Price (i.e. HK$1,870,120,414.50 in aggregate).
Parent represents that the stockholders of Parent are not entitled to any preemptive or similar rights to subscribe for the Alpha Shares and, as of the date hereof, there are no options, warrants or other rights to purchase, agreements or other obligations to issue, or rights to convert any obligations into or exchange any securities for, Capital Stock in Parent outstanding, except as provided in this Agreement.
Alpha understands that the Alpha Shares have not been registered under the Securities Act or applicable state securities laws by reason of a specific exemption from the registration provisions of the Securities Act and applicable state securities laws, the availability of which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of Alpha’s representations as expressed herein.
In addition, little thought has been given to the fact that, if the screen pressure is moderated or even equalized, then the membrane must be subject to suction⎯in which case ballooning occurs, and the issue of fatigue and wear become fairly important.
None of the Rice Parties, their direct or indirect owners or any of their Affiliates has taken, has agreed, or will take to take any action that would prevent Alpha’s exchange of the Subject Interests for the Alpha Shares, the exchange of the interests in Rice Appalachia for common stock of Parent, and the Parent IPO, taken together, from qualifying for nonrecognition of gain or loss pursuant to Section 351 of the Code.
To the extent necessary, Alpha has retained, at its own expense, and relied upon, appropriate professional advice regarding the investment, tax and legal merits and consequences of the transfer of the Subject Interests to Parent and an investment in the Alpha Shares.
None of Alpha, its direct or indirect owners or any of its Affiliates has taken, has agreed to take, or will take any action that would prevent Alpha’s exchange of the Subject Interests for the Alpha Shares, the exchange of the interests in Rice Appalachia for common stock of Parent, and the Parent IPO, taken together, from qualifying for nonrecognition of gain or loss pursuant to Section 351 of the Code.