Examples of Parent Equity Securities in a sentence
Each Parent Shareholder hereby irrevocably and unconditionally agrees not to redeem, elect to redeem or tender or submit any of its Subject Parent Equity Securities for redemption in connection with such shareholder approval, the Merger, the Parent Proposals or any other transactions contemplated by the Merger Agreement or the Extension Proposal (the “Transactions”) and any attempt to redeem such Subject Parent Equity Securities will be void ab initio and of no effect.
Each Rollover Investor’s spouse, if any, shall be required to execute the form of spousal consent set forth on Schedule B to evidence such spouse’s agreement and consent to be bound by the terms and conditions of this Agreement as to such spouse’s interest, whether as community property or otherwise, if any, in such Rollover Investor’s Rollover Investment and the Parent Equity Securities issued to such Rollover Investor.
The number of Parent Equity Securities that Holders of Warrants or Warrant Shares may exchange their Warrants or Warrant Shares for will be determined based upon the ratio of the Fair Value of Parent Equity Securities to the Fair Value of Warrant Shares at the time the Exchange Request is delivered to Parent (the "Exchange Ratio").
If the proposed Transfer is a Transfer of common stock of Parent, the Drag-Along Purchase Price to be paid to a Holder shall be determined after giving effect to an exchange of such Holder's Subject Equity for Parent Equity Securities based upon the ratio of the Fair Value of Parent Equity Securities to the Fair Value of Warrant Shares at the time of Transfer and as further provided for in the Warrant Agreement.
I hereby agree that I and any interest, including any community property interest, that I may have in the Relevant Investor’s Rollover Investment and the Parent Equity Securities issued to the Relevant Investor subject to the Agreement shall be irrevocably bound by the Agreement, including any transfer or other disposition of the Relevant Investor’s Rollover Investment or other obligations as set forth in the Agreement.
In the event that any Warrants or Warrant Shares are exchanged for Parent Equity Securities under Section 16 of the Warrant Agreement, then the Parent Equity Securities received will become Registrable Securities under this Section 2, and this Section 2 and Sections 4 and 5 shall apply to the applicable Parent and the Parent Equity Securities on a substantially equivalent basis and the applicable Parent agrees to be bound by such terms.
The Sponsor agrees during the term of this Agreement not to (a) demand that Parent redeem the Subject Parent Equity Securities held by the Sponsor or (b) otherwise participate in any such redemption by tendering or submitting any of the Subject Parent Equity Securities held by the Sponsor for redemption.
All the outstanding Parent Equity Securities have been duly and validly issued and are fully paid and non-assessable, and were issued in accordance with the registration or qualification requirements of the Securities Act, the UK Companies Axx 0000 (as amended) and the UK Financial Services and Markets Act 2000 (as amended) or pursuant to valid exemptions therefrom.
I am aware that my spouse is a party to the Agreement and the Agreement contains provisions regarding the transfer of the Relevant Investor’s Rollover Investment which my spouse may own, including any interest I might have therein, and the Parent Equity Securities issued to the Relevant Investor.
All the outstanding Parent Equity Securities have been duly and validly issued and are fully paid and non-assessable, and were issued in accordance with the registration or qualification requirements of the Securities Act, the UK Companies Xxx 0000 (as amended) and the UK Financial Services and Markets Act 2000 (as amended) or pursuant to valid exemptions therefrom.