Examples of Purchased Class A Shares in a sentence
The aggregate purchase price of the Notes and the Purchased Class A Shares shall be $15,075,000 (including 450,000 shares of Crystal Springs Capital, LLC valued at $675,000), which shall be allocated (a) $7,537,500 to the Notes and (b) $7,537,500 to the Purchased Class A Shares.
Delivery of the Securities to be purchased by the Purchasers at the Closing shall be made in the form of one or more Notes and Purchased Class A Shares, in such denominations and registered in such names as are specified on Schedule I attached hereto and in each case dated, and in the case of the Notes, bearing interest from the Closing Date.
The waiver provided for in the preceding sentence will only be effective to the extent it would cause there to be an increase in the percentage of Purchased Class A Shares as to which the restrictions on Transfer have lapsed, pursuant to Section 6.1(b).
For so long as Investor (or its Permitted Transferees ) beneficially owns the Purchased Class A Shares, Investor (and its Permitted Transferees), as applicable, shall have the U.S. calendar year as its taxable year for tax purposes.
For so long as Investor or its Permitted Transferees Beneficially Owns at least 50% of the Purchased Class A Shares purchased on the Closing Date, the Company and Guarantor will seek to provide each other (and with respect to the Company, the Company’s existing and future affiliated investment funds) with the opportunity to co-invest in each other’s investment opportunities in amounts and at such times as the originator of such investment opportunity deems appropriate.
Following the Closing of the purchase of the Purchased Class A Shares hereunder, the Company, Guarantor and Investor agree to enter into a master confidentiality agreement and other mutually satisfactory arrangements in order to establish necessary or advisable confidentiality, ethical wall and restricted list procedures relating to matters arising under Section 8.4.
The Purchased Class A Shares to be acquired by Investor pursuant to this Agreement are being acquired for its own account and with no intention of distributing or reselling such Purchased Class A Shares or any part thereof in any transaction that would be in violation of the securities laws of the United States, any state of the United States or any foreign jurisdiction.
The closing of the sale and purchase of the Purchased Class A Shares (the “Closing”) shall take place, subject to the conditions set forth in Section 3.2 below, concurrently with the consummation of the Initial Offering at the offices of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, Xxxx Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 or at such other place as the Company and Investor may mutually agree (such date, the “Closing Date”).
Any attempt to Transfer any Purchased Class A Shares in violation of the terms of this Agreement shall be null and void, and none of the Company or any transfer agent shall register upon its books any Transfer of Purchased Class A Shares by Investor to any Person except a Transfer which is not in violation of this Agreement.
Investor will have available on the Closing Date sufficient funds to acquire the Purchased Class A Shares to be purchased pursuant to this Agreement.