Lion Stock definition
Examples of Lion Stock in a sentence
No vote of the holders of Lion Stock or other securities is necessary (under applicable Law, the rules and regulations of the New York Stock Exchange or otherwise) for Buyer to perform its obligations under this Agreement or to consummate the transactions pursuant to this Agreement.
The Borrower hereby represents and warrants to the Lenders that as of the date of this Amendment, there exists no Default or Event of Default and after giving effect to the Red Lion Stock Purchase and requested Loans to finance the Red Lion Stock Purchase there would exist no Default or Event of Default.
Pursuant to Section 8.4(d) of the Credit Agreement and subject to the terms and conditions set forth in this Amendment, the Required Lenders hereby approve the Red Lion Stock Purchase, provided that the Red Lion Stock Purchase is consummated in accordance with the terms and conditions of the Red Lion Purchase Agreement in the form provided by the Borrower to the Agent prior to the date of this Amendment.
Section 7.12 of the Credit Agreement is hereby deleted in its entirety and replaced with the following: The Borrower shall use the proceeds of the Loans for working capital, the WestCoast Acquisition, the Red Lion Stock Purchase, other Acquisitions permitted hereunder, funding operations, and other general business purposes not in contravention of any Requirement of Law or of any Loan Document; provided that all proceeds shall be used for the benefit of the Borrower.
The Agent shall have received evidence acceptable to the Agent that concurrently with the advance to the Borrower under the Loans to finance the Red Lion Stock Purchase, WHC will have completed Red Lion Stock Purchase for the benefit of the Borrower on the terms and conditions set forth in the Red Lion Purchase Agreement.
In addition, within 15 days of the date of the consummation of the Red Lion Stock Transaction, the Borrower shall provide the Agent with copies of its Independent Auditor's examination of such pro forma financial statements.
The issuance and listing on the New York Stock Exchange of the Lion Stock Consideration and the Contingent Payment consisting of Lion Stock issued pursuant to this Agreement requires no further approvals other than a Supplemental Listing Application, which will be required to be filed in order to comply with New York Stock Exchange rules.
At least two Business Days prior to the Closing, the Company will deliver to Buyer a spreadsheet, certified as complete and correct by the Company, setting forth the aggregate amounts payable to (i) each Seller at Closing and such Seller’s share of the Escrow Fund, the Contingent Payment and the Lion Stock Consideration and (ii) each recipient of a Sale Bonus (the “Payment Spreadsheet”).
All payments hereunder to the Sellers (including payments at Closing pursuant to Section 2.02(a), the issuance of the Lion Stock Consideration, the payment or issuance of the Contingent Payment and amounts disbursed after the Closing from the Escrow Fund or pursuant to Sections 1.03(a) and 1.03(e)) will be made in accordance with the Payment Spreadsheet.
Notwithstanding anything herein to the contrary, only Sellers that are “accredited investors” as defined in Rule 501 of Regulation D shall be entitled to receive Lion Stock Consideration and, if applicable, the Contingent Shares.