Falcon Acquisition definition
Examples of Falcon Acquisition in a sentence
The Falcon Acquisition Documents set forth the entire agreement and understanding of the parties thereto relating to the subject matter thereof, and there are no other agreements, arrangements or understandings, written or oral, relating to the matters covered thereby.
The proceeds of the Loans shall be used to (i) fund a portion of the cash or deferred consideration payable or repay any note issued in connection with the Falcon Acquisition, (ii) refinance other existing Indebtedness of the Loan Parties, (iii) pay fees and expenses incurred in connection with the transactions contemplated by clauses (i) and (ii) above, and (iv) fund general corporate purposes of the Loan Parties.
This proxy is irrevocable, is coupled with an interest and is granted in connection with, and as security for Stockholder’s performance under, the Voting Agreement, dated as of the date hereof, between Parent and the Stockholder (the “Voting Agreement”), and is granted in consideration of Parent entering into the Agreement and Plan of Merger, dated as of the date hereof, among Parent, Falcon Acquisition Sub, Inc., a wholly-owned subsidiary of Parent, and the Company (the “Merger Agreement”).
Each Falcon Acquisition Document is the legal, valid and binding obligation of the parties thereto, enforceable against such parties in accordance with its terms.
The execution, delivery and performance of the Falcon Acquisition Documents has been duly authorized by all necessary action (including, without limitation, the obtaining of any consent of stockholders or other holders of Equity Interests required by law or by any applicable corporate or other organizational documents) on the part of each such Person.
All conditions precedent to the Falcon Acquisition Agreement have been fulfilled or (with the prior written consent of the Administrative Agent) waived, no Falcon Acquisition Document has been amended or otherwise modified, and there has been no breach of any material term or condition of any Falcon Acquisition Document.
Pursuant to that certain Subscription Agreement, dated as of December 3, 2013, by and between the Company, formerly known as Falcon Acquisition Group, Inc., a Delaware corporation, and the Sponsor, the Sponsor previously acquired 5,200,000 shares of Common Stock, par value $0.001 per share (as adjusted for any stock splits, stock dividends, reclassifications, reorganizations or similar transactions since December 3, 2013, the “Shares”), of the Company (the “Subscription Agreement”).
Any notice, statement or demand authorized by this Agreement to be given or made by the Warrant Agent or by the holder of any Warrant to or on the Company shall be sufficiently given when so delivered if by hand or overnight delivery or if sent by certified mail or private courier service within five (5) days after deposit of such notice, postage prepaid, addressed (until another address is filed in writing by the Company with the Warrant Agent), as follows: Golden Falcon Acquisition Corp.
By: Name: Title: PURCHASER By: Name: Address: ESCROW AGENT By: Name: Title: I, , spouse or registered domestic partner of , have read and approve the Restricted Stock Purchase Agreement dated , , between my spouse or registered domestic partner and Falcon Acquisition Group, Inc.
By: By: Print Name: Print Name: Title: Title: Address: Address: Pursuant to the Stock Purchase Right Grant Notice (the “Grant Notice”) to which this Restricted Stock Purchase Agreement (this “Agreement”) is attached, Falcon Acquisition Group, Inc., a Delaware corporation (the “Company”), has granted to Purchaser (as defined in the Grant Notice) the right to purchase the number of shares of Restricted Stock under the Falcon Acquisition Group, Inc.