Globetrotter definition
Examples of Globetrotter in a sentence
The Purchaser acknowledges that Globetrotter and the Company each represents and warrants that the Purchased Shares and the Acquired Shares, as applicable, (i) were not offered by any form of general solicitation or general advertising and (ii) are not being offered in a manner involving a public offering under, or in a distribution in violation of, the Securities Act, or any state securities laws.
The Purchased Shares owned by Globetrotter will not be subject to any stockholder agreement, investor right agreement, registration rights agreement, voting agreement or trust, proxy or other contract that could require Globetrotter to sell, transfer, or otherwise dispose of any Purchased Shares (other than pursuant to this Agreement and the Transaction Agreement).
If the Forward Purchase Price (as defined in the Forward Purchase Agreement) is less than the Escrow Amount, then Cloudbreak and Globetrotter shall, no later than the Closing Date, deliver a Direction Letter (signed by each of them) to the Escrow Agent to disburse the amount equal to the excess of the Escrow Amount over the Forward Purchase Price to Cloudbreak on or promptly after the Closing Date.
The TP Parties acknowledge and agree that no TP Party has or will have any rights under the Shareholders Agreement arising with respect to or in connection with any Transfer (as defined in the Shareholder Agreement) of New Topco Shares by Globetrotter, Cayman Holdings or any of their affiliates to one or more direct or indirect investors in Globetrotter or Cayman Holdings.
Certain Founder Share Arrangements: 4,316,321 Surviving Founder Shares will not be transferred to Globetrotter pursuant to the Letter Agreement and shall instead be retained by the Founder and transferred to, or allocated in such manner as the Founder shall determine for the benefit of, ▇▇▇▇▇▇ ▇.
At the Closing, Globetrotter shall transfer ownership and title to the Purchased Shares to the Purchaser so that the Purchaser will have free, unencumbered and unrestricted ownership over them, other than restrictions arising under applicable securities laws.
Globetrotter understands that the foregoing representations and warranties shall be deemed material and to have been relied upon by the Purchaser.
The Purchaser became aware of this offering of the Purchased Shares and the Shares solely by means of direct contact between the Purchaser, Globetrotter and the Company or their respective representatives, and the Purchased Shares and the Shares were offered to the Purchaser solely by direct contact between the Purchaser, Globetrotter and the Company or their respective representatives.
On the Closing Date, Globetrotter will be the record and beneficial owner of, and have good, valid and marketable title to, the Purchased Shares, free and clear of any lien other than restrictions arising under applicable securities laws.
Globetrotter may deliver notices under this Section 9 more than once and from time to time as amounts of Excess become due and payable and shall use reasonable efforts to provide no more than two such notices in any calendar month.