Examples of TPT Common Stock in a sentence
The shares of TPT Common Stock to be issued in the Merger pursuant to this Agreement have not been registered under the Securities Act, and, therefore, such shares shall be characterized as “restricted securities” under the federal securities laws.
If, following the Effective Time, there is an adjustment to the Exchange Ratio as provided herein that results in an increase in the Common Stock Merger Consideration, TPT shall issue to TSIF7 (or to such other entity designated by TSIF7) such amount of additional TPT Common Stock as is necessary to reflect the adjusted Exchange Ratio, as soon as reasonably practicable following the determination of such adjustment.
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All shares of TPT Common Stock to be issued pursuant to this Agreement have been duly authorized and, when issued in accordance with the terms and provisions of this Agreement, will be validly issued, fully paid and nonassessable and free of preemptive rights, and none of the shares of TPT Common Stock to be issued pursuant to this Agreement will be issued in violation of any applicable Laws or any preemptive or similar rights.
TSIF7 acknowledges that because of the restrictions on transfer or assignment of the TPT Common Stock to be issued hereunder which are set forth in this Agreement and in TPT's Organizational Documents, TSIF7 may have to bear the economic risk of the TPT Common Stock issued hereby for an indefinite period of time.
If, following the Effective Time, there is an adjustment to Exchange Ratio as provided herein that results in a reduction of the Common Stock Merger Consideration, TSIF7 shall surrender (or cause to be surrendered) such amount of TPT Common Stock as is necessary to reflect the adjusted Exchange Ratio, as soon as reasonably practicable following the determination of such adjustment.
The issuance of the TPT Common Stock in the Merger, the filing of TPT Charter Amendment and the election of the persons identified on Part 4.17 of the TPT Disclosure Schedule to the TPT board of directors immediately after the Effective Time shall have been duly approved by the Required TPT Stockholder Vote.
Section 3(a) shall not prohibit a transfer of TPT Common Stock by Stockholder upon the death of Stockholder; provided, however, that a transfer referred to in this sentence shall be permitted only if, as a precondition to such transfer, the transferee agrees in a writing, reasonably satisfactory in form and substance to Raptor, to be bound by the terms of this Agreement.
Until surrendered as contemplated by this Section 1.8, each Raptor Stock Certificate shall be deemed, from and after the Effective Time, to represent only the right to receive shares of TPT Common Stock (and cash in lieu of any fractional share of TPT Common Stock) as contemplated by this Section 1.
Based on that representation, defendant made its final payment of approximately$53,000.