Examples of Purchase Price Units in a sentence
Upon delivery of the All Cash Payment to the Seller, all Purchase Price Units shall be returned to Buyer and/or cancelled by Rio Vista.
Seller (or its designee for the Purchase Price Units as identified in Schedule 1) shall also have piggy back rights to participate on a para pxxxx basis in any additional S-3 filing Rio Vista pursues post-closing until all Purchase Price Units are registered.
Rio Vista will use commercially reasonable efforts to file at its own expense with the Securities and Exchange Commission (“SEC”), within ninety (90) days following the Closing, a registration statement on Form S-3 or, if Form S-3 is unavailable, on any other appropriate form (the “Registration Statement”) with respect to the resale of the Purchase Price Units and any Additional Units (as defined below) and to have the Registration Statement declared effective as soon as practicable thereafter.
Rio Vista will use commercially reasonable efforts to maintain the effectiveness of the Registration Statement until two (2) years following the Closing or until the resale of all Purchase Price Units (and any Additional Units) pursuant to the Registration Statement, whichever first occurs.
The Purchase Price Units, when issued pursuant to the terms of this Agreement, will be duly authorized, validly issued and outstanding, fully paid and non-assessable.
In lieu of delivery of Additional Units or Additional Cash to supplement the Purchase Price Units, Buyer shall have the alternate option to pay the entire value of the Purchase Price Units based on the Closing Date Price in cash (the “All Cash Payment”), provided that Buyer makes the All Cash Payment in full within ten (10) business days following an election by Seller to rescind as provided above.
Rio Vista’s issuance and delivery of the Purchase Price Units has been duly authorized by all required action of its governing board, and will not violate any provision of any law or any order of any court or other governmental or regulatory agency with authority over Rio Vista, or any provision of Rio Vista’s governing documents or of any material indenture, agreement or other instrument to which Rio Vista, or any of its properties or assets, is bound.
All certificates to be delivered at Closing evidencing the Purchase Price Units will contain appropriate legends referencing these applicable securities law restrictions.
In lieu of delivery of Additional Units or Additional Cash to supplement the Purchase Price Units, Buyer shall have the alternate option to pay the entire value of the Purchase Price Units based on the Price in cash (the “All Cash Payment”).
At no time was Seller presented with or solicited by any publicly issued or circulated newspaper, mail, radio, television or other form of general advertising or solicitation in connection with the offer, sale and purchase of the Purchase Price Units.