Stock Consideration 3 subsidiary...................................................................53
Issuance of the Shares The Shares are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company other than restrictions on transfer provided for in the Transaction Documents.
Valid Issuance of the Shares The Shares, when issued and delivered in accordance with the terms of this Agreement, for the consideration expressed herein, will be duly and validly issued, fully paid and non-assessable.
Purchase of the Shares (a) The Company agrees to issue and sell the Underwritten Shares to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto at a price per share (the “Purchase Price”) of $28.24625. In addition, the Company agrees to issue and sell the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Company the Option Shares at the Purchase Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Shares but not payable on the Option Shares. If any Option Shares are to be purchased, the number of Option Shares to be purchased by each Underwriter shall be the number of Option Shares which bears the same ratio to the aggregate number of Option Shares being purchased as the number of Underwritten Shares set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 10 hereof) bears to the aggregate number of Underwritten Shares being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representatives in their sole discretion shall make. The Underwriters may exercise the option to purchase Option Shares at any time in whole, or from time to time in part, on or before the thirtieth day following the date of the Prospectus, by written notice from the Representatives to the Company. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 10 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein.
Exchange Consideration On the Exchange Date or Change of Control Exchange Date, as applicable, provided the Company Unitholder has satisfied its obligations under Section 2.1(a)(ii) or Section 2.1(c), as applicable, the Company or the Corporation, as applicable, shall deliver or cause to be delivered to such Company Unitholder (or its designee), at the address set forth on Schedule A to the LLC Agreement (or at such other address as such party may designate to the Company), either certificates representing the number of shares of Class A Common Stock deliverable upon the applicable Exchange, registered in the name of the relevant exchanging Company Unitholder (or its designee) or, if the Corporation has so elected, the Cash Settlement, as applicable. Notwithstanding the foregoing, the Corporation shall have the right but not the obligation (in lieu of the Company) to have either the Corporation or, at the option of the Corporation, any Subsidiary acquire the Company Units any Company Unitholder is requesting to be exchanged pursuant to Section 2.1(a) or the Corporation is requiring to be exchanged pursuant to Section 2.1(b) directly from such Company Unitholder in exchange for shares of Class A Common Stock or, in the case of an exchange pursuant to Section 2.1(a), at the option of the Corporation, the Cash Settlement. If an exchanging Company Unitholder receives the shares of Class A Common Stock or the Cash Settlement that it is entitled to receive in connection with an Exchange pursuant to Section 2.1(a) from the Corporation or any Subsidiary pursuant to this Section 2.1(d), the Company Unitholder shall have no further right to receive shares of Class A Common Stock from the Company in connection with that Exchange. Notwithstanding anything set forth in this Section 2.1(d) to the contrary, to the extent the Class A Common Stock is settled through the facilities of The Depository Trust Company, the Company, the Corporation or the exchanging Subsidiary will, upon the written instruction of an exchanging Company Unitholder, deliver the shares of Class A Common Stock deliverable to such exchanging Company Unitholder through the facilities of The Depository Trust Company to the account of the participant of The Depository Trust Company designated by such exchanging Company Unitholder in the Exchange Notice. Upon a Company Unitholder exercising its right to Exchange or the occurrence of a Change of Control Exchange, the Company, the Corporation or the exchanging Subsidiary, as applicable, shall take such actions as (A) may be required to ensure that such Company Unitholder receives the shares of Class A Common Stock or the Cash Settlement that such exchanging Company Unitholder is entitled to receive in connection with such Exchange pursuant to this Section 2.1, and (B) may be reasonably within its control that would cause such Exchange to be treated for purposes of the Tax Receivable Agreement as an “Exchange” (as such term is defined in the Tax Receivable Agreement).
Sale and Purchase of the Shares On the basis of the representations, warranties and agreements contained in, and subject to the terms and conditions of, this Agreement:
Equity Consideration Effective on December 31, 2011, and at the end of each successive calendar year on December 31 thereafter, or as soon as reasonably practicable after each such December 31 (each a “Grant Date”) during the Term of this Agreement, and as part of the consideration for this Agreement and based on the achievement of the specific execution of responsibilities and performance of duties from the immediate prior year as may be determined by the Board, the Compensation Committee of the Board shall grant annually to Executive, non-qualified stock options with a Black Scholes value of Fifty Thousand Dollars ($50,000), with three year vesting, exercisable into shares of common stock of the Company, with an exercise price per share equal to “Fair Market Value” (as defined in the Company’s stock incentive plan) on the applicable Grant Date, which shares shall have a ten year expiration date from the Grant Date and a cashless exercise feature. One-third (1/3) of the options granted shall vest on the first anniversary of the applicable Grant Date, one-third (1/3) shall vest on the second anniversary of the applicable Grant Date, and the final one-third (1/3) shall vest on the third anniversary of the applicable Grant Date. Any unvested options will vest upon (i) a Change of Control as defined in and pursuant to Section 5.2(b) below, or (ii) any termination of Executive’s employment other than (a) termination by Executive, or (b) termination for Cause as defined in Section 5.1 below. In the event that the Executive is terminated for any reason other than (i) Cause, (ii) death or (iii) disability or retirement, each Option granted to such Participant, to the extent that it is exercisable at the time of such termination, shall remain exercisable for the 90 day period following such termination, but in no event following the expiration of its term. In the event of the termination of Executive’s employment for Cause, each outstanding option granted to Executive shall terminate at the commencement of business on the date of such termination. In the event that the Executive’s employment with the Company terminates on account of death, disability or, with respect to any non-qualified stock option, retirement of Executive, each option granted that is outstanding and vested as of the date of such termination shall remain exercisable by Executive (or Executive’s legal representatives, heirs or legatees) for the one year period following such termination, but in no event following the expiration of its term.
Closing Consideration The closing consideration shall be delivered at the Closing as follows:
Issuance of the Shares; Registration The Shares are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company. The Company has reserved from its duly authorized capital stock the maximum number of Common Shares issuable pursuant to this Agreement. The Company has prepared and filed the Registration Statement in conformity with the requirements of the Securities Act, which became effective on November 4, 2019 (the “Effective Date”), including the Prospectus, and such amendments and supplements thereto as may have been required to the date of this Agreement. The Registration Statement is effective under the Securities Act and no stop order preventing or suspending the effectiveness of the Registration Statement or suspending or preventing the use of the Prospectus has been issued by the Commission and no proceedings for that purpose have been instituted or, to the knowledge of the Company, are threatened by the Commission. The Company, if required by the rules and regulations of the Commission, shall file the Prospectus with the Commission pursuant to Rule 424(b). At the time the Registration Statement and any amendments thereto became effective, at the date of this Agreement and at the Closing Date, the Registration Statement and any amendments thereto conformed and will conform in all material respects to the requirements of the Securities Act and did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; and the Prospectus and any amendments or supplements thereto, at the time the Prospectus or any amendment or supplement thereto was issued and at the Closing Date, conformed and will conform in all material respects to the requirements of the Securities Act and did not and will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company was at the time of the filing of the Registration Statement eligible to use Form F-3. The Company is eligible to use Form F-3 under the Securities Act and it meets the transaction requirements as set forth in General Instruction I.B.1 of Form F-3.
Adjustments to the Shares and Warrant Price In order to prevent dilution of the purchase rights granted under this Warrant, the Warrant Price and the number of Shares issuable upon exercise of this Warrant shall be subject to adjustment from time to time as provided in this Section 2.
