Examples of Put Option Premium Shares in a sentence
The Rights Offering Common Stock, Backstop Shares and the Put Option Premium Shares will not be offered for sale, sold or otherwise transferred by such Investor except pursuant to an effective registration statement under the Securities Act or in a transaction exempt from or not subject to registration under the Securities Act and any applicable state securities laws.
Reorganized Chesapeake shall timely make all filings and reports relating to the offer and sale of the Unsubscribed Shares, Put Option Premium Shares, Rights Offering Shares and Warrant Shares issued hereunder required under applicable securities and “Blue Sky” Laws of the states of the United States following the Closing Date.
All conditions to the consummation of the issuance of the New Common Stock (including the Rights Offering Common Stock, the Backstop Shares and the Put Option Premium Shares) and the New Second Lien Loans (including the Rights Offering New Second Lien Loans and the Unsubscribed New Second Lien Loans), other than receipt of payment from the Investors of their portion of the purchase price in respect of the Backstop Commitment, shall have been fulfilled.
Notwithstanding anything to the contrary in this Agreement, all Common Shares (including the Rights Offering Shares, Direct Investment Shares, Unsubscribed Shares and Put Option Premium Shares) will be delivered with all issue, stamp, transfer, sales and use, or similar transfer Taxes or duties that are due and payable (if any) in connection with such delivery duly paid by the Company on behalf of Reorganized Chesapeake.
Such Backstop Party is not a party to any Contract with any Person (other than the Transaction Agreements) that would give rise to a valid claim against any of the Debtors for a brokerage commission, finder’s fee or like payment in connection with the Rights Offering or the sale of the Unsubscribed Shares, Put Option Premium Shares or Rights Offering Shares.
Such Backstop Party has such knowledge and experience in financial and business matters such that it is capable of evaluating the merits and risks of its investment in the Unsubscribed Shares, Put Option Premium Shares and Rights Offering Shares.
Such Investor is acquiring Rights Offering Common Stock, Unsubscribed Shares and the Put Option Premium Shares for its own account or for the accounts for which it is acting as investment advisor or manager, and not with a view to distributing or reselling such Rights Offering Common Stock, Unsubscribed Shares or Put Option Premium Shares or any part thereof.
The Rights Offering Common Stock, the Backstop Shares and the Put Option Premium Shares shall be, upon (i) with respect to the Rights Offering Common Stock and the Backstop Shares, payment of the aggregate purchase price as provided herein and the Rights Offering Procedures and (ii) the Effective Date, validly issued and outstanding, and free and clear of all taxes, Liens, pre-emptive rights, rights of first refusal, subscription and similar rights.
Such Investor understands that the Rights Offering Common Stock, Unsubscribed Shares and the Put Option Premium Shares acquired by it under this Agreement, if certificated, may bear, or if uncertificated, may be deemed to include, a customary Securities Act legend.
On the Closing Date, Reorganized Chesapeake will have sufficient authorized but unissued Common Shares to meet its obligations to deliver the Rights Offering Shares, Unsubscribed Shares, Put Option Premium Shares, any Common Shares to be issued upon the valid exercise of the New Warrants (“Warrant Shares”) and any other Common Shares to be issued pursuant to the Plan, the Restructuring Support Agreement and this Agreement.