Share Acquisition. Subject to and upon the terms and conditions set forth in this Agreement, on the Closing Date, the Xxx Xxxxx Shareholders will sell to JML, and JML will purchase all right, title and interest in and to all classes of shares of Xxx Xxxxx (the “Xxx Xxxxx Shares”) then outstanding.
Share Acquisition. Between the date hereof and the Closing Date, the Investor shall not acquire beneficial ownership of any shares of Common Stock, other than pursuant to the transactions contemplated hereby.
Share Acquisition. Employee agrees to spend an amount equal to thirty percent (30%) of Employee’s 2017 bonus, payable in 2018, to purchase shares of the Company on the open market. Employee may purchase such shares in open market transactions or through a 10b5-1 Plan reasonably designed to acquire the required number of shares no later than December 31, 2018, subject to open trading windows and the availability of shares on the open market.
Share Acquisition. (a) The Investor and the Company agree that the Investor or any of its Affiliates may acquire up to an additional 8 million shares of Common Stock (the “New Shares”), provided that (i) with respect to the New Shares, at any general or special meeting of the Company’s stockholders, or in connection with any written consent of the Company’s stockholders, the Investor (and its Affiliates, as applicable) shall vote all of the New Shares entitled to be voted at the meeting or execute any applicable written consent of stockholders in the same proportion as all shares of Common Stock other than those beneficially owned by the Investor or its Affiliates are voted (or consented, as applicable) with respect to any matter up for stockholder vote or written consent and (ii) for so long as the Investor has a representative (who is a principal or employee of the Investor or its Affiliates) on the Board, it shall comply with the Company’s xxxxxxx xxxxxxx policy; 3917199-5
Share Acquisition. 1.1 Subject to the satisfaction or waiver of such terms and conditions as may be contained in the Acquisition Agreement by the parties thereto (including for greater certainty, the approval of the Plan of Arrangement) and the receipt of relief from the issuer bid requirements of applicable securities laws, if any, required in connection with the transactions contemplated hereby, the Holder and the Issuer hereby agree that, with respect to all Acquired Shares, if any, owned by the Holder immediately before the Effective Time, the Issuer will purchase for cancellation from the Holder and the Holder will sell, at the time provided for such acquisition in the Plan of Arrangement (the “Foundation Closing”), all such Acquired Shares in consideration for a cash purchase price per Acquired Share equal to the same price per share at which the Purchaser will acquire other limited voting shares of the Issuer from the public under the Plan of Arrangement, which the parties hereto agree is an amount that does not exceed the fair market value per Acquired Share at such time.
Share Acquisition. Following a successful development of a particular project initiated by Miris, the project will continue as a special purpose vehicle. This will generally be achieved through a Carve Out Event whereby the project is dropped down into a limited liability company as contribution in kind (Nw. tingsinnskudd). The Share Acquisition constitutes a preferential right/ option to acquire shares in a Project Company at an early stage, but at a fair market value, before new Investors are offered to subscribe for new shares in any subsequent private placement. Following a Carve Out Event of any real estate project, the Lender (and any other lenders of the Company) will have the option, but not a duty, to acquire Shares owned by the Borrower in any applicable Project Company (the Share Acquisition). The Share Acquisition may not exceed the value of the Loan Amount at the Share or project Acquisition Period. The Share Acquisition will be settled by way of set-off, whereby the Borrower will issue a set-off declaration to the Lender on the MIRIS X platform confirming that the Loan (in part or in full, depending on the number of shares being acquired) has been settled by way of set-off. Should the Lender wish to invoke the Share Acquisition right which covers a part of the outstanding Loan Amount (including any accrued but not yet paid Interest), the remaining principle amount under the Loan shall be visible on the User’s account on the MIRIS X platform and the terms of this Loan Agreement shall continue to apply to such outstanding Loan Amount.
Share Acquisition. The Board of Directors of RBI and the Board of Directors of HCB have each determined that it is desirable and in the best interests of their respective companies and theirs shareholders that HCB acquire all of the outstanding shares of HCB ("SHARE ACQUISITION") on the terms and subject to the conditions set forth in this Agreement. In consideration of their mutual promises and obligations hereunder, and intending to be legally bound hereby, RBI and HCB adopt and make this Agreement and prescribe the terms and conditions hereof and the manner and basis of carrying it into effect, which shall be as follows:
Share Acquisition. On the Effective Date, as defined in Section 8.01, RBI will acquire all of the outstanding HCB Stock pursuant to the provisions of, and with the effects provided in, the Oklahoma General Corporation Act. No changes will be made to the certificate of incorporation of HCB or the Articles of Incorporation of HCB by reason of the consummation of this transaction. At the Effective Time, the terms of directors of HCB shall terminate and their successors shall be designated by RBI; the terms of the Officers of HCB shall terminate and their successors shall be elected by the newly designated board of directors of HCB; HCB and RBI shall each continue to possess all of the rights, privileges and franchises possessed by each prior to this transaction; Each of HCB and RBI shall continue to be responsible for all of their respective liabilities and obligations; and the Share Acquisition shall not affect or impair the rights of the creditors or of any persons dealing with RBI or HCB.
Share Acquisition. Upon the terms and subject to the terms and conditions set forth in this Agreement, immediately following the SPAC Merger Effective Time, Seller shall sell, transfer, assign and convey to New Holdco all of the issued and outstanding Company Shares (the “Purchased Shares”), and New Holdco shall acquire such Purchased Shares from Seller, free and clear of all Liens (other than as set forth in the organizational documents of the Company and pursuant to applicable securities Laws generally), in exchange for (i) the Cash Consideration and (ii) New Holdco Common Stock issued to the Seller in the quantity equal to (a) (I) the Company Equity Value minus (II) the product of (A) ten (10) dollars ($10.00) multiplied by (B) the number of SPAC Founders Shares forfeited pursuant to the provisions of the Transaction Support Agreement minus (III) Company Transaction Expenses minus (IV) SPAC Transaction Expenses, divided by (b) ten (10) (such New Holdco Common Stock, the “Share Consideration”) (such transaction, the “Share Acquisition”) and together with all rights attaching to them at the Closing (including the right to receive all distributions, returns of capital and dividends declared, paid or made in respect of the Purchased Shares after the Closing).
Share Acquisition. Subject to the terms and conditions of this Agreement, immediately following the Company Split, MJP shall sell and transfer the Newco Shares to Acquisition Sub free and clear of any Encumbrances (other than any Encumbrances created by the Buyer Group), and Acquisition Sub will purchase the Newco Shares from MJP.
