Xxxxxxxxxx Shares definition
Examples of Xxxxxxxxxx Shares in a sentence
As of the date hereof, Xxxxxxxxxx does not own beneficially or of record any equity securities of the Company other than the Xxxxxxxxxx Shares, the UCC Shares and 4,825,000 Shares issuable upon the exercise of stock options, including 3,075,000 Shares issuable upon the exercise of currently exercisable stock options (collectively, the "Options") and UCC does not own beneficially or of record any equity securities of the Company other than the UCC Shares.
Xxxxxxxxxx shall bear the full obligation for all costs for the Escrow Officer and Escrow Instructions, which shall be paid to the Escrow Officer prior to final distribution of the Adjusted Xxxxxxxxxx Shares.
At the Effective Date, 1) the Xxxxxxxxxx Shares Purchase Price and the exercise price of the PAMCO Warrant exercised in accordance with Section 6 shall be offset against the Balance of the Service Fee due HPS by PILIC.
Xxxxxxxxxx desires to assign to the Partnership his right to purchase the Xxxxxxxxxx Shares, and the Partnership desires to accept such right and assume all the obligations imposed on Xxxxxxxxxx pursuant to the Purchase Agreement with respect to the Xxxxxxxxxx Shares under the Purchase Agreement, in accordance with its terms.
The Purchasers hereby acknowledge and agree that the issuance and sale of the Xxxxxxxxxx Shares is made by the Company pursuant to and in accordance with this Agreement, as amended.
Seller has full capacity (in the case of an individual) or all requisite power and authority (in the case of an entity) to execute and deliver this Agreement and to transfer and sell the Xxxxxxxxxx Shares owned by such Seller as contemplated by this Agreement, and to carry out the provisions of this Agreement.
Such Seller has not entered into or granted any outstanding warrants, options, commitments, agreements or understandings to or with any Person (except for the Contemplated Transactions) to sell, transfer or otherwise dispose of any securities (equity or debt) in the Xxxxxxxxxx Transferred Companies, including, without limitation, the Xxxxxxxxxx Shares or Xxxxxxxxxx Units.
Concierge acknowledges that the Xxxxxxxxxx Shares are restricted securities within the meaning of Rule 144 under the Securities Act and may not be transferred except in compliance with the Securities Act and any other applicable securities or “blue sky” laws.
Concierge is acquiring the Xxxxxxxxxx Shares for its own account and not with a view to their distribution within the meaning of Section 2(11) of the Securities Act.
There is no Order outstanding against such Seller that relates to or affects the Xxxxxxxxxx Shares or the Xxxxxxxxxx Units or this Agreement or the Contemplated Transactions.