Examples of WCAS Parties in a sentence
The agreement was among Level 8 and twenty parties, all of whom were related to the Welsh, Carson, Xxxxxxxx & Xxxxx investment firm (the "WCAS Parties").
Under the agreement the WCAS Parties received 1,000,000 shares of Level 8 stock and warrants to purchase up to 250,000 additional shares at $12.00 per share.
The agreement incorporates a voting agreement binding the WCAS Parties.
Each of the WCAS Parties agrees that it will not cause or encourage any Person to take any action or do anything that, if taken or done by a WCAS Party, would be a breach of Articles II, III or IV of this Agreement, or in any capacity consent to such Person taking such action or doing such thing.
Accordingly, the Purchaser believes the value of the securities issued to the WCAS Parties that should properly be allocated to the WCAS Parties' Shares is nominal and, in any event, less than the $0.35 a Share being offered in the Offer.
The Purchaser and Liraz believe the WCAS Parties did not receive any significant benefit under the Acquisition Agreement, other than the securities issued to them under the Acquisition Agreement.
The aggregate market value of the Purchaser Shares issued to the WCAS Parties was $6,625,000 on November 20, 1998, the last trading day before the execution of the Acquisition Agreement, and $9,687,500 on December 31, 1998, the date of the closing of the acquisition under the Acquisition Agreement, in each case based on the closing sale price of the Purchaser Shares on the Nasdaq National Market.
Each of the WCAS Parties agrees that it will not cause or encourage any person (as defined in Section 8.3 of the Merger Agreement) to take any action or do anything that, if taken or done by a WCAS Party, would be a breach of Section 10 or 11 of this Agreement, or in any capacity consent to such person taking such action or doing such thing.
The agreement obligates the WCAS Parties to grant proxies to Levex 0 xxx all votes prior to January 1, 2001.
Because that amount is negative, the Purchaser and Liraz believe the value of the securities issued to the WCAS Parties that should properly be allocated to the WCAS Parties' Shares is, at most, nominal and, in any event, less than the $0.35 per Share being offered in the Offer.