REG Common Stock definition
Examples of REG Common Stock in a sentence
The Company and such Member has had the opportunity to ask questions of and receive answers from REG regarding REG and the terms and conditions of the offering of the REG Common Stock and to obtain additional information necessary to verify the accuracy of the information supplied or to which it had access.
The parties hereto agree that the common stock of REG making up the REG Common Stock delivered at Closing and the Escrowed Stock shall be valued at $10.25 per share for all purposes under this Agreement, including without limitation, any purchase price allocations and any agreement or right of the Members or the Company to satisfy their indemnification obligations under Article VII by the surrender of the common stock of REG.
On the Closing Date, in addition to the Escrowed Stock, REG shall issue and cause to be delivered by Purchaser to the Company, and Purchaser shall deliver to the Company One Million Eight Hundred Eighty-two Thousand Nine Hundred Twenty-seven (1,882,927) shares of the common stock of REG (the “REG Common Stock”), as adjusted for any post-Effective Date dividend, stock split, recapitalization or reorganization by REG, by delivery of REG Common Stock certificates to the Company.
After the exhaustion of the Escrow Fund or upon the release of the Escrow Fund in accordance with the terms of the Escrow Agreement, any claim for indemnification by the Purchaser’s Indemnified Parties pursuant to Article VII shall be satisfied by the applicable Seller from REG Common Stock in value up to an aggregate amount for all Sellers of Five Million Dollars ($5,000,000), with such REG Common Stock valued in accordance with Section 1.2(f).
The REG Common Stock to be received by the Company and such Member is and will be acquired for investment for its own account and not with a view to the distribution of any part thereof, and the Company has no present intention of selling, granting any participation in, or otherwise distributing the same; provided, however, that the Company reserves the right to distribute its shares of REG Common Stock to its Members subject to Section 5.10 hereof and the terms and conditions of the Stockholder Agreement.
Required documentationAll documentation must bear the author’s name.
The shares of REG Common Stock and Escrowed Stock to be issued to the Company shall have the rights, restrictions, privileges and preferences set forth in the Certificate of Incorporation of REG, a true and correct copy of which Certificate of Incorporation (including all amendments thereto) has been delivered to Sellers.
Without limiting the generality of the foregoing, the Lenders hereby expressly authorize the Administrative Agent to execute any and all documents (including releases) with respect to the Collateral and the rights of the Secured Parties with respect thereto, as contemplated by and in accordance with the provisions of this Agreement and the Loan Documents and acknowledge and agree that any such action by the Administrative Agent shall bind the Lenders.
REG shall also issue to Holdco as additional consideration for the Membership Interests (but not included in the definition of Purchase Price for purposes of this Agreement), certificates representing One Hundred Fifty Thousand (150,000) Shares of REG Common Stock (the “Shares”).
At the Closing, REG and the Selling Parties shall execute an escrow agreement in the form attached hereto as Exhibit A (the “Escrow Agreement”), and, in accordance with the terms of the Escrow Agreement, REG shall deposit the Shares by delivery of REG Common Stock certificates into an escrow account (the “Escrow Fund”), to be maintained by Nyemaster Xxxxx, P.C., Des Moines, IA (the “Escrow Agent”), as escrow agent, on behalf of Seller.