Examples of Buyer Stock Consideration in a sentence
Buyer (or if applicable, a Subsidiary of Buyer) has all requisite corporate power and authority to enter into this Agreement and each of the Ancillary Agreements to which it is or will be a party, carry out its obligations hereunder and thereunder and consummate the transactions contemplated hereby and thereby (including all power and authority to issue the Buyer Stock Consideration to Seller at the Closing).
Notwithstanding anything herein to the contrary, Buyer and Seller agree that for purposes of the Purchase Price Allocation and the Final Purchase Price Allocation, no amount of the Buyer Stock Consideration shall be allocated to any FH Share Seller or FH Asset Seller that is not (a) a member of Seller’s U.S. consolidated group or (b) an entity disregarded as separate from a member of Seller’s U.S. consolidated group, in each case as determined for U.S. federal income tax purposes.
Seller represents that it is acquiring the Buyer Stock Consideration to be issued to Seller in connection with this Agreement for its own account and that such Buyer Stock Consideration is being and will be acquired by Seller for the purpose of investment and not with a view to resale in connection with a distribution thereof in violation of the Securities Act.
Seller acknowledges that it can bear the economic risks of its investment in the Buyer Stock Consideration and that it has such knowledge and experience in financial or business matters that it is capable of evaluating the merits and risks of this investment in the Buyer Stock Consideration and protecting its own interests in connection with this investment.
Seller acknowledges that the Buyer Stock Consideration is not registered under the Securities Act or any state or foreign securities laws, and that the Buyer Stock Consideration may not be transferred or sold except pursuant to the registration provisions of the Securities Act (including by exercise of Seller’s rights under the A&R Shareholders Agreement) or pursuant to an applicable exemption therefrom and subject to state and foreign securities laws and regulations, as applicable.
Seller represents that it has had an opportunity to ask questions of and receive answers from the authorized representatives of Buyer and to review relevant documents and records concerning the business of Buyer and the terms and conditions of this investment in the Buyer Stock Consideration.
The aggregate purchase price payable by the Designated Buyer Subsidiary to the Designated Seller Subsidiary for the Shares (the “Purchase Price”) shall be an amount equal to (a) the Closing Payment (as determined in accordance with Section 2.3(d)), (b) plus the Buyer Stock Consideration, (c) plus the amount in cash, if any, payable by Buyer to Seller pursuant to Section 2.4(c) or (d) minus the amount in cash, if any, payable by Seller to Buyer pursuant to Section 2.4(c).
Seller is acquiring the Buyer Stock Consideration for its own account for investment only and not with a view to (or for) resale in connection with any public sale or distribution thereof.
In consideration for the Shares, Buyer will pay the amount of $225,000 ($ 0.0304465 per share) ("Cash Consideration") and issue to Majority Shareholder Group, pro rata, 2,000,000 shares of post 5:1 forward split unissued common stock of Buyer ("Stock Consideration").
No vote of the stockholders of Buyer is required to issue the Buyer Stock Consideration to Seller or its designee under applicable Law or the rules and regulations of the NYSE.