Examples of FNF Shares in a sentence
Further, FNF agrees that the provisions of Schedule A hereto shall be binding on it and shall apply to the FNF Shares after the Closing.
The purchase price for the Commonwealth Shares (the “Commonwealth Purchase Price”) and the purchase price for the LTIC Shares (the “LTIC Purchase Price”), shall be payable in cash (consisting of the Buyer Cash Amount and the FNF Cash Amount), the FNF Shares and the FNF Note as set forth herein.
At the Closing, at the direction of Buyers FNF shall (i) deliver to Seller the FNF Note, duly executed by an authorized officer of FNF, in exchange for 431,116 LTIC Shares to be sold to FNF (which the parties agree is the portion of the Shares related to the FNF Note), and (ii) issue to Seller the FNF Shares, which shall be validly issued, fully paid and non-assessable.
The purchase price for the Commonwealth Shares (the “Commonwealth Purchase Price”) and the purchase price for the LTIC Shares (the “LTIC Purchase Price”), shall be payable in cash (consisting of the Buyer Cash Amount), the FNF Shares and the FNF Note as set forth herein.
In no event will FNF be responsible for any selling commission with respect to any sale of FNF Shares pursuant to this Agreement, and the sellers shall be responsible on a pro rata basis for any taxes of any kind (including, without limitation, transfer taxes) with respect to any disposition, sale or transfer of FNF Shares and for any legal, accounting and other expenses incurred by them in connection with any offering of FNF Shares hereunder.
The acquisition of the FNF Shares by the FNF Investor and the acquisition of the THL Shares by the THL Investor shall occur simultaneously.
Seller shall notify FNF in writing of the date that all of its FNF Shares have been sold in the manner set forth and as contemplated in the FNF Registration Statement.
The provisions of this Section 4 will survive so long as FNF Shares remain outstanding, notwithstanding any permitted transfer of the FNF Shares by any holder thereof or any termination of this Agreement.
If requested by FNF, the holders of the FNF Shares to be registered pursuant to this Agreement will provide an appropriate undertaking confirming their agreement to pay all of the foregoing fees and expenses to be paid by them prior to FNF’s preparation and filing with the SEC of the FNF Registration Statement or any prospectus supplement pursuant to Section 1.1 hereof.
If FNF is not eligible to file a registration statement on Form S-3, then FNF shall file the registration statement on another appropriate form permitting registration of the FNF Shares for resale by Seller.