Delek Shares definition
Examples of Delek Shares in a sentence
Seller understands that the resale of the Delek Shares may be restricted indefinitely, unless a subsequent disposition thereof is registered under the Securities Act and registered under any state securities Law or is exempt from such registration.
Seller is able to bear the economic risk of the acquisition of the Delek Shares pursuant to the terms of this Agreement, including a complete loss of Seller’s investment in the Delek Shares.
Any attempted Disposition or Encumbrance of all or any portion of or interest in the Delek Shares or the Contingent Delek Shares in Breach of the preceding sentence shall be, and is hereby declared, null and void ab initio.
Notwithstanding any provision of this Agreement or the Registration Rights Agreement to the contrary, except for Permitted Transfers and a Disposition the Delek Shares pursuant to the Seller Credit Facility, Seller shall not Dispose of all or any portion of or interest in the Delek Shares prior to the first (1st) anniversary of the Closing Date without the prior written consent of Buyer, which may be granted or withheld in Buyer’s sole discretion.
If the Closing does not occur in person (such as by electronic remote exchange of signature pages), the sale and purchase of the Alon Shares, Delek Shares, and the Contingent Delek Shares, if applicable, shall be deemed to occur in the State of Delaware.
The Trust Agreement is in full force and effect and is a legal, valid and binding obligation of the Purchaser and the Trustee, enforceable in accordance with its terms.
Seller understands that the resale of the Delek Shares and the Contingent Delek Shares may be restricted indefinitely, unless a subsequent disposition thereof is registered under the Securities Act and registered under any state securities Law or is exempt from such registration.
Seller has not been organized for the purpose of acquiring the Delek Shares.
There is no Claim, Proceeding or Order pending or, to the Knowledge of Buyer, threatened against Buyer or its Subsidiaries, or to which Buyer or its Subsidiaries is otherwise a party relating to this Agreement, the Contemplated Transactions, or the Delek Shares.
Assignee can bear the economic risk of its investment (including possible complete loss of such investment) for an indefinite period of time and has such knowledge and experience in financial or business matters that it is capable of evaluating, and has evaluated, the merits and risks of its acquisition of the Delek Shares.