Examples of Pershing Agreement in a sentence
No election by the Company pursuant to Section 1.4 shall be made unless the Company is making a similar election under the Pershing Agreement, such that each of the aggregate number of Shares required to be purchased at Closing is allocated as among each Purchaser and among each of the Pershing Purchasers under the Pershing Agreement in accordance with the applicable GGP Pro Rata Share.
To the extent that any Investor engages in discussions with the Company in connection with the transactions contemplated by the Pershing Agreement (including the GGO Share Distribution), the Investor shall keep the Purchaser reasonably informed of such discussions, subject to such confidentiality arrangements as the Investor may reasonably request and subject to limitations on confidentiality to which the Investor is subject.
Subject to satisfaction of the conditions set forth in Section 10 and Section 11, the Investors agree to designate the Purchaser to purchase in their place at the Closing, and the Purchaser agrees to subscribe for and purchase directly from GGO at the Closing, 100,191 GGO Shares (the “Blackstone GGO Shares” and together with the Blackstone Shares, the “Blackstone Securities”) for the purchase consideration and on the terms described in the Pershing Agreement.
The Pershing Agreement provides that it will terminate if a “Third Party Transaction Proposal” – a public proposal by a bidder other than Valeant – is made, and Valeant does not match or exceed that proposal within 45 days.
In the Pershing Agreement, Defendants specifically claimed to be “co-bidders” in connection with a potential Allergan transaction—likely in order to support an argument that they were all the same “person” for purposes of the insider trading rules.
The Pershing Agreement also gives Valeant unilateral discretion to21COMPLAINT; JURY TRIAL DEMAND terminate the contract upon notice to Pershing Square that “it is not interested in consummating” a transaction with Allergan.
The parties agree that prior to an election by the Investors to purchase Bridge Securities from the Company as contemplated by clause (vi) of Section 6.9(a) of the Pershing Agreement and Section 6.9(b) of the Pershing Agreement, the Investors and the Purchaser shall work together in good faith to minimize the costs to the Investors and the Purchaser of the Bridge Securities, provided that no failure to actually minimize such costs shall affect the Purchaser’s obligations hereunder.
The terms of the Pershing Agreement, the parties’ subsequent actions, and the economics of this attempted takeover make clear that they were not acting as a single “offering person” at the time of Pershing Square’s trades.
Subject to the satisfaction of the conditions in Section 10, in connection with an offering of new bonds, loans or preferred stock contemplated by Section 6.9(c) of the Pershing Agreement (“Backstop Investments”), if the Investors provide a backstop for such Backstop Investments, the Purchaser agrees at the request of the Investors to reimburse the Investors for 7.634% of the out-of-pocket cost to the Investors of providing or arranging for a backstop for the Backstop Investments.
Under the Pershing Agreement, Pershing Square retains the authority to act for its own account – even in contravention of Valeant’s interests.