LTGI definition
Examples of LTGI in a sentence
At any time or from time to time after the Closing, Seller shall execute and deliver to LTGI such other documents and instruments, provide such materials and information and take such other actions as LTGI may reasonably request more effectively to vest title to the Shares in LTGI, and otherwise to cause Seller to fulfill its obligations under this Agreement.
LTGI can elect to exercise rights under paragraph (b) or do nothing.
Any proposed transfer on terms and conditions less favorable to it from those described in the ROFR Notice, as well as any subsequent proposed transfer of any of the Notes (or underlying shares) by the ROFR Seller shall again be subject to the purchase rights of LTGI and shall require compliance by the ROFR Seller with the procedures described in this Section 9.
LTGI understands that the Shares are "restricted," such that they may not be resold by it except pursuant to an effective registration statement under the 1933 Act or an exemption from the registration requirements thereof, and that the certificates representing such Shares shall bear a legend to this effect.
Seller agrees to sell to LTGI, and LTGI agrees to purchase from Seller, all of the right, title and interest of Seller in and to the Shares at the Closing on the terms and subject to the conditions set forth in this Agreement.
If LTGI elects to purchase less than all of the Offered Securities, the ROFR Seller may transfer those Offered Securities which LTGI has elected not to purchase in accordance with paragraph (d) below.
LTGI represents and warrants to Seller that it is an "accredited investor" as that term is defined under Rule 501 of Regulation D of the 1933 Act.
The giving of such notice shall grant to LTGI the rights set forth in paragraph (b) below.
LTGI will pay the Purchase Price by transfer of such funds to Seller to an account designated by Seller at least two business days before Closing.
Simultaneously, Seller will assign and transfer to LTGI all of Seller's right, title and interest in and to the Shares by delivering to LTGI a certificate or certificates representing the Shares, in genuine and unaltered form, duly endorsed in blank or accompanied by duly executed stock powers endorsed in blank, with requisite stock transfer tax stamps, if any, attached.