Examples of GGP Shares in a sentence
Fxxxxxxxx Xxxx is not a party to any voting trust or other Contract with respect to the voting, redemption, sale, transfer or other disposition of the GGP Shares, except for (A) that certain Standstill Agreement between GGP and Fxxxxxxxx Xxxx, dated November 9, 2010, (B) that certain Lock-up Agreement among Fxxxxxxxx Xxxx, Fairholme Focused Income Fund, a series of Fairholme Funds, Inc.
The purchase consideration delivered by BUSC to Fxxxxxxxx Xxxx in exchange for the BUSC GGP Shares shall be (i) 9,464,232 Class A Limited Voting Shares of BAM (the “BUSC BAM Shares”, and together with the BermudaCo BAM Shares, the “BAM Shares”) newly-issued by BAM to Fxxxxxxxx Xxxx and (ii) a cash payment (“Brookfield Cash Payment”) in immediately available funds denominated in U.S. dollars equal to 804,079,985.60.
BAM is not, and, after the purchase of the GGP Shares pursuant to this Agreement, shall not be (x) required to register as an “investment company” or (y) an entity “controlled” by an “investment company” within the meaning of the 1940 Act.
Fxxxxxxxx Xxxx has evaluated the merits and risks of selling the GGP Shares and acquiring the BAM Shares on the terms set forth in this Agreement on its own and without reliance upon Brookfield (other than with respect to Brookfield’s express representations and warranties set forth herein and BAM’s express representations and warranties set forth in the Guarantee Agreement).
Fxxxxxxxx Xxxx has the power and authority to sell, transfer, assign and deliver the GGP Shares, as provided in this Agreement.
This limited agency and power of attorney shall terminate upon the earlier of the effectiveness of a termination pursuant to and in accordance with Section 14 or an earlier Withdrawal Transaction with respect to all remaining GGP Shares and GGP Warrants in accordance with Section 4.
The sale of GGP Shares shall be a taxable transaction for U.S. tax purposes.
Fxxxxxxxx Xxxx is a sophisticated investor and has such knowledge and experience in financial and business matters and in making investments of this type that it is capable of evaluating, negotiating and implementing the transactions contemplated hereby, including the sale of the GGP Shares in exchange for the consideration contemplated hereby, and is able to bear the economic risk of its investment in the BAM Shares (including a complete loss of its investment).
For the avoidance of doubt, Brookfield’s acquisition and purchase from Fxxxxxxxx Xxxx of the GGP Shares does not include the transfer of the right to receive any dividends or other distributions with a record date prior to the Closing Date regardless of when such dividend is transferred or paid.
The purchase consideration delivered by BermudaCo to Fxxxxxxxx Xxxx in exchange for the BermudaCo GGP Shares shall be 18,035,768 Class A Limited Voting Shares of BAM (the “BermudaCo BAM Shares”) newly-issued by BAM to Fxxxxxxxx Xxxx.