Examples of Consent Shares in a sentence
As of the date hereof, the Manager, together with one or more members of the Sponsor Group, have sole power to cause the delivery of the Shareholder Written Consent with respect to the Written Consent Shares, as contemplated by the first sentence of Section 1.1, other than the Written Consent Shares held by WLRS Fund I LLC.
Each member of the Sponsor Group agrees that promptly following the time at which the Registration Statement becomes effective (and, in any event, within twenty-four (24) hours of such time), it shall cause the Shareholder Written Consent to be executed and delivered to the Company, substantially in the form attached hereto as Exhibit A hereto, with respect to all of the Written Consent Shares as of the date thereof entitled to consent thereto.
The issuance of the Consent Shares to the Investor pursuant to this Agreement is exempt from registration under the 1933 Act.
The Purchaser is acquiring the Consent Shares as principal for its own account and has no direct or indirect arrangement or understandings with any other persons to distribute or regarding the distribution of such Consent Shares (this representation and warranty not limiting the Purchaser’s right to sell the Consent Shares pursuant to a registration statement or otherwise in compliance with applicable federal and state securities laws).
Upon the filing of the Registration Statement or any New Registration Statement, the Company shall include in such Registration Statement or New Registration Statement, as applicable, all or any part of the Consent Shares such holder of Consent Shares requests to be registered therein.
Neither the Company, nor any of its Subsidiaries or Affiliates, nor any Person acting on its or their behalf, has engaged in any form of general solicitation or general advertising (within the meaning of Regulation D) in connection with the offer or sale of the Consent Shares.
On exercise of the Consent Warrants, the Consent Shares will be validly issued to the Investor as fully paid and non- assesable shares in the capital of the Company.
The Purchaser is acquiring the Consent Shares hereunder in the ordinary course of its business.
Upon any conversion of the Convertible Debentures and/or exercise of the New Warrants or the Consent Warrants in accordance with their terms, the Conversion Shares or the Consent Shares, as the case may be, shall be free of liens and encumbrances imposed by or through the Company.
The Investor is responsible for obtaining any legal, accounting, tax and other professional advice that the Investor considers appropriate in connection with the execution, delivery and performance of this Agreement and any subsequent transfer or resale of the Convertible Debentures, the New Warrants, the Consent Warrants, the Conversion Shares and the Consent Shares.