Direct Purchase Shares definition

Direct Purchase Shares shall have the meaning ascribed to such term in Section 5.1 of this Second Amendment.

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Direct Purchase Shares has the meaning set forth in the recitals above.

Direct Purchase Shares means 11.84% (1,850,000 shares) of New Common Stock to be directly purchased by the Investor Parties under the Plan (subject to dilution by the Management Incentive Plan).

Examples of Direct Purchase Shares in a sentence

• Subject to the Purchasers' representations and warranties in Article VIII of this Second Amendment, the offer, sale and issuance of the Direct Purchase Shares as contemplated by this Second Amendment are not subject to the registration requirements of the Securities Act of 1933, as amended (the "Securities Act") and neither the Company nor anyone acting on its behalf, has taken or will take any action that would cause such registration requirements to be applicable.

• All authorizations, approvals or permits, if any, of any governmental authority or regulatory body that are now required in connection with the lawful issuance and sale of the Direct Purchase Shares pursuant to this Second Amendment shall have been duly obtained and shall be in full force and effect on and as of the Second Amendment Closing Date.

• The Company shall have delivered to the Purchasers certificates (in definitive form) in the denominations specified by the respective Purchasers and registered in their respective names (or in the names of their respective nominees) representing the Direct Purchase Shares.

• The Company has, or before the Second Amendment Closing Date will have, authorized the issuance and sale of 300,000 shares of Common Stock (the "Direct Purchase Shares").

• No statute, judgment, order, decree of any court, regulatory body, administrative agency or any other governmental agency or body shall be in effect which would impose any material limitation on the ability of the Purchasers to exercise full rights of ownership of the Direct Purchase Shares.

• The purchase of the Direct Purchase Shares by the Purchasers hereunder shall be legally permitted by all statutes, rules and regulations to which the Purchasers and the Company are subject.

• The closing of the purchase and sale of the Direct Purchase Shares (the "Second Amendment Closing") will take place at the offices of ▇▇▇▇ and ▇▇▇▇ LLP, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ at 1:00 p.m., local time, on the Alpharma Closing Date or such other time and date, or place as shall be mutually agreed to by the Company and FS Private Investments LLC, on behalf of the Purchasers.

• The closing of the purchase and sale of the Direct Purchase Shares (the "Second Amendment Closing") will take place at the offices of Hale ▇▇▇ Dorr ▇▇▇, 60 S▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇ 1:00 p.m., local time, on the Alpharma Closing Date or such other time and date, or place as shall be mutually agreed to by the Company and FS Private Investments LLC, on behalf of the Purchasers.

• The aggregate consideration for the purchase and sale of the Direct Purchase Shares pursuant to any Direct Stock Purchase shall be an amount in cash equal to the product of (i) the total number of Direct Purchase Shares to be purchased in such Direct Stock Purchase and (ii) the Net Asset Value Per Share as then in effect on the date Buyer delivers the Direct Purchase Closing Notice to the Company pursuant to (b) immediately below (such resulting amount, the “Purchase Price”).

• Buyer has, or will have prior to the Initial Closing Date, sources of immediately available funds to enable it to (a) make its payment of the applicable Purchase Price of the Direct Purchase Shares and any other amounts expressly required to be paid by Buyer hereunder and (b) consummate the Open Market Purchases.

More Definitions of Direct Purchase Shares

Direct Purchase Shares means 680,985 newly issued shares of Company Common Stock.