Investor Acquisition definition
Examples of Investor Acquisition in a sentence
During the Standstill Period, the Investor shall not take any action to consummate any transaction contemplated by an Investor Acquisition Proposal unless a majority of the Disinterested Directors has voted to approve such Investor Acquisition Proposal.
During the Standstill Period, the Investor shall not make any announcement regarding, and shall take all reasonable measures necessary to prevent the disclosure of, any Investor Acquisition Proposal without the prior written permission of a majority of the Disinterested Directors.
The obligations of the Company to issue and sell the Investor Acquisition Closing Shares to the Investor at the Acquisition Closing pursuant to this Agreement are subject to the following conditions precedent, each of which may be waived in writing by the Company.
The obligation of the Investor to purchase the Investor Acquisition Closing Shares at the Acquisition Closing is subject to the following conditions precedent, each of which may be waived in writing by the Investor.
None of Investor, Acquisition Sub or the Company may rely on the failure of any condition set forth in this Article VII to be satisfied if such failure was caused by such party’s breach of this Agreement.
Investor, Acquisition Sub and the Company desire to make certain representations, warranties, covenants and agreements in connection with this Agreement and the transactions contemplated hereby and to prescribe certain conditions with respect to the consummation of the transactions contemplated by this Agreement.
The Company shall have delivered to the Investor validly issued certificates representing the Investor Acquisition Closing Shares.
Each share of Company Common Stock owned by Investor, Acquisition Sub or the Company (including any such shares held in the treasury of the Company), or by any direct or indirect wholly owned Subsidiary of Investor or Acquisition Sub or any direct or indirect Wholly Owned Subsidiary of the Company, in each case immediately prior to the Effective Time (“Cancelled Company Shares”), shall be cancelled and extinguished without any conversion thereof or consideration paid therefor.
The Investor Acquisition Closing Shares shall be, upon payment of the Investor Acquisition Closing Amount as provided herein, duly authorized, validly issued, fully paid, non-assessable and free and clear of all Taxes, Encumbrances, pre-emptive rights, rights of first refusal, subscription and similar rights, except for any restrictions on transfer as may be imposed by applicable Law.
Investor, Acquisition Sub and the Company are parties to that certain Agreement and Plan of Merger, dated as of April 30, 2015 (the “Merger Agreement”).