Primary Investment definition
Examples of Primary Investment in a sentence
The Investor agreed to enter into this Agreement based, in part, on its expectation, following its discussions with the Placement Agent and the Company, that the Primary Investment Transactions and the Secondary Treasury Sales would be at least adequately subscribed.
Such decisions to enter into this Agreement were not based on the identity of any other investor or potential investor (including whether management of the Company would or would not invest) in the Primary Investment Transactions or the Secondary Treasury Sales.
In connection with the Primary Investment Transactions, the Company intends to issue to certain investors up to $30 million of newly-issued unsecured indebtedness, on the terms contemplated by Exhibit A (the “Debt Issuance”).
There are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of shares of Common Stock pursuant to the Primary Investment Transactions.
As of the date hereof, other than in respect of the TARP Warrant, the Company Rights Agreement, awards outstanding under or pursuant to the Company Stock Option Plans and for purposes of the Primary Investment Transactions, the Senior Debt Settlement, the TARP Exchange, the Debt Issuance, the Delaware Conversion and the Amended Charter (collectively, the “Transactions”), no shares of Common Stock or Company Preferred Stock are reserved for issuance.
There are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of shares of Common Stock pursuant to the Primary Investment Transactions or the TARP Exchange.
The Company shall promptly notify the Investor if any of the Primary Investment Transactions are terminated.
The average of the fair market values as determined by the Primary Investment Firm and Secondary Investment Firm shall be conclusive and binding for all purposes hereof.
The Corporation and/or its Assignee(s) shall ------- purchase the Shareholder's Stock under this ARTICLE TWO at a closing to occur within forty-five (45) days of the Corporation's receipt or delivery of written notice of any FMV Triggering Event; provided, however, that if the determination of fair market value has been submitted to the Primary Investment Firm or the Secondary Investment Firm, the closing date shall be deferred until the fifth (5th) business day after the final determination thereof.
Following receipt of the Investor Response, the Company shall have the opportunity to replace the Other Investor(s) listed in the Investor Response with one or more replacement investors via written notice to the Investor not later than three (3) business days prior to the Closing Date; provided that the inclusion of any such replacement investor in the Primary Investment Transactions would not prevent the satisfaction of the conditions set forth in Section 1.2(c)(3)(iv).