Jxxxxxxx Shares Sample Clauses

Jxxxxxxx Shares. If the Investor so elects in the Investor Put Notice, or if Jxxxxxxx (or its designee) is the purchaser in a Profits Interest Sale and Investor so elects in writing, Jxxxxxxx shall cause the applicable purchase price to be paid in shares of common stock of Jxxxxxxx Parent (“Jxxxxxxx Shares”) rather than in cash, with such Jxxxxxxx Shares valued at the average per share closing price of such shares on the New York Stock Exchange during the ten (10) consecutive trading day period ending three (3) Business Days prior to the Profits Interest Sale Closing; provided, however, that in no event shall the number of Jxxxxxxx Shares to be issued under this Section 18.4, (x) result in a violation of the provisions of the Articles of Incorporation of Jxxxxxxx Parent, as in effect on the Effective Date, or (y) be greater than 19.99% of the sum of the total outstanding shares of common stock of Jxxxxxxx Parent as of the Effective Date (the “Share Cap”). Investor and Jxxxxxxx agree that, in the event Investor seeks to receive a number of Jxxxxxxx Shares that would violate the provisions of the Articles of Incorporation of Jxxxxxxx Parent or exceed the Share Cap (such excess Jxxxxxxx Shares, the “Excess Shares”), Jxxxxxxx shall only deliver cash in lieu of such Excess Shares, such shares valued as set forth in this paragraph above; provided, however, that, if Jxxxxxxx does not have access to cash sufficient to pay in lieu of such Excess Shares, the parties agree that Jxxxxxxx shall have twelve (12) months from the date of the Profits Interest Sale Closing to make such payment of cash, with interest at a rate of 6.9% per annum.
Sample 1
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Related to Jxxxxxxx Shares

  • Valid Issuance of Purchased Shares The Purchased Shares, when issued, sold, delivered, and paid for by the Investor in accordance with the terms of this Agreement, will be duly and validly issued, fully paid, and non-assessable

  • Purchased Shares Subject to the terms and conditions provided below, Seller shall sell and transfer to Buyers and Buyers shall purchase from Seller, on the Closing Date (as defined in Section 1(c)), all of the Shares.

  • Buyer Shares Each Buyer Share issued and outstanding at and as of the Effective Time will remain issued and outstanding.

  • Initial Shares As used herein, “Initial Shares” means 127,669 shares of the Class, subject to adjustment from time to time pursuant to the provisions of this Warrant.

  • Sale Shares The Sale Shares have been duly issued, and the Sellers own the Sale Shares free and clear of all Encumbrances.

  • Purchase and Sale of Purchased Shares At the Closing and on the terms and subject to the conditions set forth in this Agreement, Sellers shall sell and deliver to Purchaser, and Purchaser shall purchase from Sellers and pay therefor, the Purchased Shares, free and clear of any and all Encumbrances and in suitable form for transfer to Purchaser.

  • Consideration Shares All Consideration Shares will, when issued in accordance with the terms of the Arrangement, be duly authorized, validly issued, fully paid and non-assessable Purchaser Shares.

  • Purchase Shares Subject to the terms and conditions hereinafter set forth herein, the Holder is entitled, upon surrender of this Warrant at the principal office of the Company (or at such other place as the Company shall notify the holder hereof in writing), to purchase from the Company up to ( ) fully paid and nonassessable shares of Common Stock, par value $0.0001, of the Company, as constituted on the Warrant Issue Date (the “Common Stock”). The number of shares of Common Stock issuable pursuant to this Section 1 (the “Shares”) shall be subject to adjustment pursuant to Section 9 hereof.

  • Basis of Purchases and Sales of Shares Xxxxxx will use its best efforts to place shares sold by it on an investment basis. Xxxxxx does not agree to sell any specific number of shares. Shares will be sold by Xxxxxx only against orders therefor. Xxxxxx will not purchase shares from anyone other than the Fund except in accordance with Section 5, and will not take “long” or “short” positions in shares contrary to the Agreement and Declaration of Trust of the Fund.

  • Acquired Shares Any Shares or other voting securities of the Bank with respect to which beneficial ownership is acquired by Shareholder or its affiliates, including, without limitation, by purchase, as a result of a stock dividend, stock split, recapitalization, combination, reclassification, exchange or change of such Shares or upon exercise or conversion of any securities of the Bank, if any, after the date hereof shall automatically become subject to the terms of this Agreement.

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