Examples of Initial Consideration Shares in a sentence
Such prohibited hedging or other transactions would include without limitation any short sale or any purchase, sale or grant of any right (including without limitation any put or call option) with respect to any of the Initial Consideration Shares or with respect to any security that includes, relates to, or derives any significant part of its value from the Initial Consideration Shares.
Takeda acknowledges that, upon initial issuance, the certificates evidencing the Initial Consideration Shares will bear the following legends: Securities Act Legend THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”).
As consideration for transfer of the Company’s Shares to IMC and the payments referred to in Clause 2.1.3, IMC will issue and allot to MVI, free and clear of all Encumbrances, subject only to Clause 11.2, and credited as fully paid the Initial Consideration Shares and, subject to the occurrence of the First Adjustment Date and the Second Adjustment Date, the First Additional Consideration Shares and the Second Additional Consideration Shares respectively.
The foregoing restriction is expressly agreed to preclude Takeda from engaging in any hedging or other transaction which is designed to or which reasonably could be expected to lead to or result in a sale or disposition of the Initial Consideration Shares even if such Initial Consideration Shares would be disposed of by someone other than Takeda.
Certificates evidencing the Initial Consideration Shares shall not be required to contain the Lock-Up Legend following the expiration of the Initial Consideration Shares Lock-Up Period.