Examples of Impact Shares in a sentence
Class I Impact: Shares of the class I Impact may be subscribed only by institutional investors in the sense of Art.
During the first six months of 2016, general and administrative expenses of $5.1 million were incurred in comparison to $3.9 million for the same period in 2015.
Subject to the terms and conditions set forth herein, at the Closing, Seller shall sell to Buyer, and Buyer shall purchase from Seller, the Impact Shares, free and clear of all Encumbrances, for the consideration specified in Section 2.02.
None of the Impact Shares were issued in violation of any agreement, arrangement or commitment to which Seller or the Company is a party or is subject to or in violation of any preemptive or similar rights of any Person.
At Buyer’s option, each member of the Company Group and Seller (and if necessary, SED) shall join with Buyer in making a timely election under Section 338(h)(10) of the Code (and any corresponding election under state, local, and foreign Law) with respect to the purchase and sale of the Impact Shares of the Company hereunder (collectively, a “Section 338(h)(10) Election”).
All of the Impact Shares have been duly authorized, are validly issued, fully paid and non-assessable, and are owned of record and beneficially by Seller, free and clear of all Encumbrances.
Buyer acknowledges that the Impact Shares are not registered under the Securities Act, or any state or foreign securities laws, and that the Impact Shares may not be transferred or sold except pursuant to the registration provisions of the Securities Act or pursuant to an applicable exemption therefrom and subject to state securities laws and regulations, as applicable.
There are no voting trusts, stockholder agreements, proxies or other agreements or understandings in effect with respect to the voting or transfer of any of the Impact Shares.
Upon consummation of the transactions contemplated by this Agreement, Buyer shall own all of the Impact Shares, free and clear of all Encumbrances.
Impact Shares shall notify the Trust as soon as reasonably practicable of the occurrence of an event described in (a) above.