Contingent Securities definition
Examples of Contingent Securities in a sentence
The offer and sale of the Purchased Securities and the Contingent Securities by the Company to Purchaser pursuant to and in the manner contemplated by this Agreement will be exempt from the registration requirements of the 1933 Act.
Other than as set forth in Part 3.3 of the Disclosure Letter and other than as may be established or initiated by Buyer, after giving effect to the Contemplated Transactions, following the Closing Date there will be no Contingent Securities outstanding.
Any ----------------- securities which become purchasable by the CSC Stockholder Group (x) pursuant to the exercise of their preemptive rights and (y) which are based upon the ownership of CSC Contingent Securities by the CSC Stockholder Group, and which the CSC Stockholder Group elects to purchase, shall be issued to CSC Sub as contingent securities and shall not become vested or exercisable until the underlying CSC Contingent Securities become exercisable.
Other than the Company Convertible Notes as well as Contingent Securities and Financing Warrants, if any, all options, warrants or other convertible securities of the Company outstanding as of immediately prior to the Effective Time, whether or not vested or exercisable, shall be cancelled and terminated.
The Company and Purchaser intend that for U.S. federal, state and local income tax purposes, the Purchased Securities and, if issued, the Contingent Securities, will be treated as equity and each of the Company and Purchaser agrees that it will not take any position to the contrary with respect to any Purchased Securities or Contingent Securities it acquires pursuant to the terms of this Agreement.
For the avoidance of doubt, the Parties hereby agree, except as required to satisfy any adjustments pursuant to Section 2(f) upon an Organic Dilution Event (as defined in the Business Combination Agreement), the Contingent Securities earned under Section 2(a)(i)-(v) shall not exceed 901,000 Class B Exchangeable Units and 90,100 shares of Series A Preferred Stock in the aggregate (the “Maximum Contingency Securities”).
Purchaser agrees not to make any sale, transfer or other disposition of the Purchased Securities or the Contingent Securities in violation of the 1933 Act, the 1934 Act, the rules and regulations promulgated thereunder or any applicable securities Laws.
The closing of the purchase and sale of the Contingent Securities by Purchaser (the “Contingent Closing”) shall occur not later than three (3) Business Days after the Company’s delivery of notice of the occurrence of the Zouk Closing.
Purchaser has carefully considered and has, to the extent Purchaser deems necessary, discussed with Purchaser’s professional legal, tax, accounting and financial advisers the suitability of its investment in the Purchased Securities and the Contingent Securities.
All of the issued and outstanding (x) shares of Common Stock and (y) Contingent Securities were duly authorized for issuance and are validly issued, fully paid and non-assessable and were not issued in violation of any purchase or call option, right of first refusal, subscription right, preemptive right or any similar rights.