Examples of Parent Common Equity in a sentence
Seller acknowledges that the Parent Common Equity comprising the Equity Purchase Price is not registered pursuant to the Securities Act and that none of the Parent Common Equity comprising the Equity Purchase Price may be transferred, except pursuant to an effective registration statement or an applicable exemption from registration under the Securities Act.
Impaired – Entitled to Vote Parent Common Equity Interests All Parent Common Equity Interests shall be cancelled, and, solely to the extent permitted under section 1129(b)(2)(C) of the Bankruptcy Code, each holder of Parent Common Equity Interests shall receive, on account of such Parent Common Equity Interests, its pro rata share of 1% of the New Equity Interests, subject to dilution by the MIP Equity and the New Warrants.
As of the Execution Date, other than with respect to 26,815,572 shares of Parent Common Equity reserved for issuance (including in respect of outstanding equity compensation (including awards and grants thereof)) under the Parent Equity Plan, the only issued and outstanding Securities of Parent were 398,403,309 shares of Parent Common Equity.
The shares of Parent Common Equity comprising the Equity Purchase Price when and if issued pursuant to the terms of this Agreement, will be duly authorized, validly issued, fully paid and non-assessable, will have the rights, preferences and privileges specified in Parent’s Governing Documents, will be free of any Liens, other than restrictions on transfer pursuant to applicable securities Laws, and will not be issued in violation of any Rights.
Such Seller is acquiring the Parent Common Equity, if any, issued to it at Closing comprising part of the Equity Purchase Price for its own account and not with a view to its sale or distribution in violation of the Securities Act, any applicable state blue sky Laws or any other applicable securities Laws.
As of the Execution Date, Parent is eligible to register the Parent Common Equity comprising the Equity Purchase Price for resale by Seller under a Registration Statement on Form S-3 promulgated under the Securities Act.
Notwithstanding the foregoing, nothing herein shall require the Company to remove the Contract Legend placed on the Parent Common Equity constituting the Holdback Amount (each as defined in the Purchase Agreement) or facilitate the transfer of such shares prior to the time such legend is entitled to be removed pursuant to the terms of the Purchase Agreement.
Seller is acquiring the Parent Common Equity comprising the Equity Purchase Price for its own account and not with a view to its sale or distribution in violation of the Securities Act, any applicable state blue sky Laws, or any other applicable securities Laws.
Such Seller has made, independently and without reliance on Purchaser Parties or any of their Affiliates or Representatives (except to the extent that such Seller has relied on the representations and warranties in this Agreement), its own analysis of the Parent Common Equity comprising part of the Equity Purchase Price and such Seller has had reasonable and sufficient access to documents, other information and materials as it considers appropriate to make its evaluations.
In entering into this Agreement, Seller has relied solely upon Purchaser’s representations and warranties set forth herein and on Seller’s own expertise in legal, tax and other professional counsel concerning the transactions contemplated by this Agreement, the Parent Common Equity comprising the Equity Purchase Price, and the value thereof.