Examples of GGP Shares in a sentence
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 acknowledges that it is proceeding with the sale of the GGP Shares to Brookfield knowingly and voluntarily, without access to or the benefit of such information.
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.
There is no existing option, warrant, call, right or Contract of any character to which Fxxxxxxxx Xxxx is a party requiring, and there are no securities outstanding which upon conversion or exchange would require, the sale or transfer of the GGP Shares.
Such power to vote any GGP Shares in the Investment Account is irrevocable.
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.
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.
The sale of GGP Shares shall be a taxable transaction for U.S. tax purposes.
Fxxxxxxxx Xxxx hereby waives any right to rescind or invalidate the sale of the GGP Shares to Brookfield or to seek any damages or remuneration from Brookfield based on the possession of any information regarding GGP by Brookfield or the lack of possession of any information regarding GGP by Fxxxxxxxx Xxxx.
Fxxxxxxxx Xxxx has the power and authority to sell, transfer, assign and deliver the GGP Shares, as provided in this Agreement.