Examples of New Investor Shares in a sentence
Assuming the accuracy of the representations and warranties of the Investors set forth in this Agreement, no registration of the New Investor Shares under the Securities Act is required for the purchase of the New Investor Shares by the Investors in the manner contemplated by this Agreement.
Subject to, and after giving effect to, the Governmental Approvals, none of the execution, delivery or performance of this Agreement and the other Transaction Documents by the Company, including the issuance of the New Investor Shares by it, will require any consent of, authorization by, exemption from, filing with, or notice to any Governmental Entity or any other Person.
The Company has the requisite corporate power and authority to enter into, execute and deliver this Agreement and the other Transaction Documents and, subject to the Governmental Approvals, to perform its obligations hereunder, including the issuance of the New Investor Shares, and has taken all necessary corporate action required for the due authorization, execution, delivery and, subject to the Governmental Approvals, performance by it of this Agreement and the other Transaction Documents.
The Investor may, no later than three (3) Business Days prior to the Closing, designate in writing to SPAC any managed accounts or fund entities for which the Investor exercises investment discretion to receive the issuance of the New Investor Shares.
An irrevocable request to exchange Investor Shares shall be construed as being a request for the repurchase of the stated number of Original Investor Shares (save that the repurchase monies shall not be released to the investor) and a simultaneous request for the proceeds from such repurchase to be applied in the purchase of New Investor Shares as may be indicated.
The closing of the purchase and sale of the New Investor Shares hereunder and the other transactions contemplated hereby (the “Closing”) shall take place on the Effective Date (such date, the “Closing Date”).
The Investor may, no later than five (5) Business Days prior to Acquisition Merger Closing, designate in writing to New Starry any managed accounts or fund entities for which the Investor exercises investment discretion to receive the issuance of the New Investor Shares.
No later than two (2) Business Days prior to the Closing, the Investors shall deliver a written notice to the Company specifying the number of New Investor Shares to be issued to each Investors, substantially in the form attached hereto as Exhibit II (the “Investor Share Notice”).
In consideration of the Investor’s performance of its obligations described herein and upon satisfaction (or, if applicable, waiver) of the conditions set forth in Section 2.03 of this Agreement, effective as of and conditioned on the consummation of the Acquisition Merger, New Starry shall issue the New Investor Shares to the Investor promptly following the consummation of the Acquisition Merger at the Acquisition Merger Effective Time.
Subject to all Offer Shares, New Investor Shares and Unissued Shortfall Shares being issued.