GGL Shares definition
Examples of GGL Shares in a sentence
GACR has consulted with their own legal, accounting, tax, investment, and other advisers to the extent they deem appropriate with respect to the tax treatment of an investment by GACR in the GGL Shares and the merits and risks of an investment in the GGL Shares.
It has had access to such financial and other information concerning the Company as it deemed necessary or appropriate in order to make an informed investment decision with respect to the exchange of the GGL Shares or GGH Common Shares, as the case may be, owned by it or, in the case of the GICo Shareholder Parties, GICo, for Company Shares.
GACR acknowledges that an investment in the GGL Shares involves a high degree of risk, and represents that it is able, without materially impairing their financial condition, to hold the GGL Shares for an indefinite period of time and to suffer a complete loss of their investment.
It or, in the case of the GICo Shareholder Parties, GICo has full right, power and authority to transfer and deliver to the Company the full legal and beneficial ownership, within the meaning of Rule 13d-3 under the Exchange Act, in GGL Shares and the GGH Common Shares, as the case may be, to be exchanged by it pursuant to this Agreement and to consummate the Big Share Exchange.
The GGL Shareholders shall transfer title in and to the GGL Shares to GACR and/or LEC free and clear of all liens, security interests, pledges, encumbrances, charges, restrictions, demands, and claims of any kind or nature whatsoever, whether direct or indirect or contingent.
It or, in the case of the GICo Shareholder Parties, GICo is the registered owner, within the meaning of Rule 13d-3 under the Exchange Act, of the GGL Shares and the GGH Common Shares, as the case may be, set forth opposite such Shareholder’s name in Schedule I or Schedule II, respectively, and has good title to such GGL Shares and GGH Common Shares, free and clear of all Liens.
The GACR Securities shall be the entirety of the consideration for the GGL Shares.
GACR represents that it is acquiring the GGL Shares solely for its own account and beneficial interest for investment and not for sale or with a view to distribution of the GGL Shares or any part thereof, has no present intention of selling (in connection with a distribution or otherwise), granting any participation in, or otherwise distributing the same, and does not presently have reason to anticipate a change in such intention.
The new GGL Shares, when allotted and issued, will rank pari passu in all respects with the then existing GGL Shares in the issued and paid-up share capital of the JV Company.
At the Closing (as defined in Section 4.1), subject to the terms and conditions herein set forth, and on the basis of the representations, warranties, and agreements herein contained, the GGL Shareholders shall sell to GACR and LEC and GACR and LEC shall purchase from the GGL Shareholders the GGL Shares.