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 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 purchase of the Purchased Class A Shares and the other transactions contemplated by this Agreement are intended to create a strategic relationship between the Company and the Guarantor providing many mutual benefits and other desirable aspects of a strategic relationship.
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.
In consideration for the issuance and sale of the Purchased Class A Shares, against delivery thereof to Investor, and upon the terms and subject to the conditions of this Agreement, at the Closing Investor shall pay or cause to be paid to the Company by wire transfer in immediately available funds to an account designated by the Company an aggregate amount in cash equal to the product of (i) the Per Share Price, multiplied by (ii) the Purchased Class A Share Amount (such product, the “Purchase Price”).
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).
Investor further agrees that it has not entered and prior to the Closing will not enter into any contractual arrangement with respect to the distribution, sale, transfer or delivery of the Purchased Class A Shares, other than (i) in accordance with this Agreement, (ii) with a Permitted Transferee of Investor or (iii) with the prior written consent of the Company.
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 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”).