Examples of May Purchase Agreement in a sentence
Capitalized terms used and not otherwise defined herein shall have the meanings ascribed thereto in the May Purchase Agreement or the September Purchase Agreement, whichever is applicable and as specified herein.
The definition of “Registrable Securities” in Section 1 of the Agreement is hereby amended to add the following language after the first word of such definition: “the shares of Common Stock issued to the Investors pursuant to the May Purchase Agreement and the September Purchase Agreement,”.
Except for the transactions contemplated in (i) the securities purchase agreement, dated August 19, 2010, between the Company and each of the Buyers (the “August Purchase Agreement”) and (ii) the May Purchase Agreement (as defined below), none of the Company, its Subsidiaries, their affiliates nor any Person acting on their behalf will take any action or steps that would cause the offering of any of the Securities to be integrated with other offerings of securities of the Company.
Securities so owned that have been pledged in good faith shall not be so disregarded if the pledgee establishes to the satisfaction of the Trustee the pledgee’s right to deliver any such direction, waiver, consent, approval or other action of Holders with respect to the Securities and that the pledgee is not the Company, the REIT, any Guarantor or any other Subsidiary of the Company.
Solely for the purpose of the issuance and sale of the Securities, the Purchasers, representing holders of at least 50.1% in interest of the May Shares based on the initial subscription amounts paid in pursuant to the May Purchase Agreement, hereby waive the restrictions of the Company from issuing Common Stock and Common Stock Equivalents, as set forth in Section 4.11(a) of the May Purchase Agreement.
This Agreement shall inure to the benefit of and be binding upon the successors and permitted assigns of each of the parties hereto and, upon a transfer of Shares or Conversion Shares, as defined in and in accordance with Section 8 of the May Purchase Agreement and/or the September Purchase Agreement, as applicable, such transferee shall be bound by the terms of this Agreement (including the approvals and waivers granted hereunder) as if originally a party hereto.
If any topic is addressed both in the May Purchase Agreement (or any document related thereto) and in this Amendment, this Amendment shall control.
If either party shall commence an action or proceeding to enforce any provisions of the Transaction Documents, then, in addition to the obligations of the Company under Section 4.8 of the May Purchase Agreement and the June Purchase Agreement, the prevailing party in such action or proceeding shall be reimbursed by the other party for its reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such action or proceeding.
The parties hereunder acknowledge and agree that the 2005 Buyers are relying upon the waivers and agreements set forth herein in connection with the 2005 Buyers’ entering into and performing their obligations under the May Purchase Agreement and that, accordingly, the 2005 Buyers are third party beneficiaries of this Amendment and the waivers and agreements set forth herein.
The Company hereby agrees to pay to the Preferred Holders all reasonable out of pocket fees and reasonable out of pocket expenses incurred by the Preferred Holders in the drafting, review, negotiation and closing of the documents and transactions contemplated hereby, including the reasonable fees and disbursements of Ropes & Xxxx, as counsel to the PECM Purchasers and the Xxxxxx Bay Purchaser (each as defined in the May Purchase Agreement).