D-R Shares definition
Examples of D-R Shares in a sentence
Such communication shall, when taken in conjunction with the DRS Sale Offer and the Notice of Availability, be deemed to constitute a valid, legally binding and enforceable agreement for the sale and purchase of such First Offered DR Shares on the terms and conditions contained in the DRS Sale Offer.
Any First Offered DR Shares not sold within such 120-day period shall continue to be subject to the requirements of the Equity One DRS ROFO and the Gazit DRS ROFO set forth in this Article 3 and the Right of First Refusal set forth in Article 4.
Notwithstanding the foregoing, LIH shall not be obligated to sell all or any part of the First Offered DR Shares to a third party other than to Equity One or the Gazit Group, as the case may be, in accordance with this Article 3 and Article 4.
If Equity One does not communicate in writing its election to purchase all of the First Offered DR Shares within the Equity One Offer Period, LIH shall provide the Gazit Group with written notice to that effect within five (5) Business Days after the expiration of the Equity One Offer Period (the “Notice of Availability”) and the Gazit Group shall have the right to purchase all or a portion of such First Offered DR Shares not purchased by Equity One (the “Gazit DRS ROFO”).
Such communication shall, when taken in conjunction with the DRS Sale Offer, be deemed to constitute a valid, legally binding and enforceable agreement for the sale and purchase of such First Offered DR Shares to Equity One on the terms and conditions contained in the DRS Sale Offer.
If the Gazit Group desires to purchase all or a portion of the First Offered DR Shares not purchased by Equity One, the Gazit Group shall communicate in writing its election to purchase to LIH, which communication shall be given to LIH within fourteen (14) Business Days of the date of delivery to the Gazit Group of the Notice of Availability (the “Gazit Offer Period”).
All of the outstanding D&R Shares are duly authorized, validly issued, fully paid and non-assessable and free of preemptive rights.
The DRS Sale Offer shall disclose in reasonable detail the amount of First Offered DR Shares proposed to be sold, the price per First Offered DR Share (the “DRS Purchase Price”) and any other material terms and conditions relating to the proposed sale.
Each D&R Shareholder has valid title to their respective portion of the D&R Shares free and clear of all liens or encumbrances, including, without limitation, any community property claim.
There are no outstanding orders, judgments, injunctions, awards or decrees of any court, governmental or regulatory body or arbitration tribunal against or involving D&R, or against or involving any of the D&R Shares.