Examples of Equity Purchase Price in a sentence
Sellers understand that the Equity Purchase Price has not been registered under the Securities Act by reason of a specific exemption from the registration provisions of the Securities Act that depends upon, among other things, the bona fide nature of the investment intent and the accuracy of each Seller’s representations as expressed herein.
The aggregate purchase price (the “Purchase Price”) to be paid by Purchaser for the Acquired Interests purchased pursuant to Section 2.1 shall be equal to $103,713,730.66 and shall comprise (i) the Cash Purchase Price, subject to adjustments at Closing pursuant to this Section 2.2, and after the Closing, pursuant to Section 2.3 and Section 2.4, (ii) the Equity Purchase Price, and (iii) Impulse Litigation Holdback Amount.
Each Seller understands that the Equity Purchase Price constitutes “restricted securities” under applicable U.S. federal and state securities Laws and that, pursuant to these Laws, each Seller must hold such shares indefinitely unless they are registered with the Securities and Exchange Commission and qualified by state authorities, or an exemption from such registration and qualification requirements is available.
The Equity Purchase Price to be received by Sellers hereunder is being acquired solely for investment for each Seller’s own account, not as a nominee or agent and not with a view to the resale or distribution of any part thereof in violation of applicable Law, and no Seller has any present intention of selling, granting a participation in, or otherwise distributing the same in violation of applicable Law.
At the Closing, Purchaser will deliver or cause to be delivered: (i) the payment due at Closing as provided in Section 2.2(e); and (ii) the Equity Purchase Price, which shall be issued in the name of each Seller in accordance with the Allocation Percentage.