Mitel Units definition

Mitel Units means One Hundred and Twenty-Five Million (125,000,000) Series M Units of Investments containing the terms set forth on Exhibit F.
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Examples of Mitel Units in a sentence

  • Investments shall have delivered to the Seller a certificate representing the Mitel Units duly executed by an authorized signatory of Investments.

  • The Seller acknowledges that none of the Buyer, Investments or any other Person has made any representation or warranty, expressed or implied, as to the Mitel Units or the accuracy or completeness of any information regarding the Mitel Units furnished or made available to the Seller or any of its Related Persons (other than the representations and warranties set forth in the Sierra LPA).

  • The Seller will be purchasing the Mitel Units for the purpose of investment and not with a view to, or for resale in connection with, the distribution thereof in violation of applicable securities Laws.

  • The Seller understands that the Mitel Units to be acquired by the Seller pursuant to this Agreement will be subject to transfer restrictions, that the Seller may never be able to transfer the Mitel Units, and that the Seller may never receive any value with respect to the Mitel Units.

  • The Seller has such knowledge and experience in financial and business matters as to be able to evaluate the merits and risks of acquiring the Mitel Units and making an investment in Investments, and the Seller is a sophisticated entity familiar with transactions similar to those contemplated by this Agreement.

  • The Seller further understands that the Mitel Units have not been registered under the Securities Act and cannot be sold unless subsequently registered under the Securities Act or an exemption from such registration is available.

  • The parties hereto agree to treat the payments of the Mitel Units and Investments Note as taxable consideration, the value of each of which shall be as reasonably agreed in writing by the Buyer and the Seller on or before the Closing Date, received by the Seller in connection with the Acquisition, and to take no Tax position inconsistent with such treatment, except as otherwise required by a change in applicable Law or a good faith resolution of a Contest.