Parent Common Equity definition
Examples of Parent Common Equity in a sentence
Notwithstanding the foregoing, nothing herein shall require the Company to remove the Contract Legend placed on the Parent Common Equity constituting the Holdback Amount (each as defined in the Purchase Agreement) or facilitate the transfer of such shares prior to the time such legend is entitled to be removed pursuant to the terms of the Purchase Agreement.
Such Seller acknowledges that the Parent Common Equity comprising part of the Equity Purchase Price is not registered pursuant to the Securities Act and that none of the Parent Common Equity comprising part of the Equity Purchase Price may be transferred, except pursuant to an effective registration statement or an applicable exemption from registration under the Securities Act.
Except with the prior written consent of the Company, (A) Parent shall hold the Parent Warrantholder Meeting immediately prior to the Parent Common Equity Holder Meeting, and (B) Parent shall not postpone or adjourn one meeting without also postponing or adjourning the other meeting.
Seller is acquiring the Parent Common Equity comprising the Equity Purchase Price for its own account and not with a view to its sale or distribution in violation of the Securities Act, any applicable state blue sky Laws, or any other applicable securities Laws.
Such Seller has made, independently and without reliance on Purchaser Parties or any of their Affiliates or Representatives (except to the extent that such Seller has relied on the representations and warranties in this Agreement), its own analysis of the Parent Common Equity comprising part of the Equity Purchase Price and such Seller has had reasonable and sufficient access to documents, other information and materials as it considers appropriate to make its evaluations.
Such Seller does not own or control, directly or indirectly, including through any affiliates, any shares of Parent Common Equity.
Neither Parent’s board of directors nor any committee or agent or Representative thereof shall withdraw (or modify in a manner adverse to the Company), or propose to withdraw (or modify in a manner adverse to the Company), the Parent board of directors’ recommendation that the Parent Common Equity Holders vote in favor of the adoption of the Parent Common Equity Holder Voting Matters or that the Parent Warrantholders vote in favor of the adoption of the Parent Warrantholder Voting Matters.
Notwithstanding anything to the contrary contained herein, no certificates or scrip representing fractional shares of Parent Common Equity shall be issued as part of the Equity Purchase Price, no dividend or distribution with respect to the Parent Common Equity shall be payable on or with respect to any fractional share and such fractional share interests shall not entitle the owner thereof to vote or to any other rights of a stockholder of Parent.
In entering into this Agreement, such Seller has relied solely upon such Seller’s own expertise in legal, tax and other professional counsel concerning this transaction, the Parent Common Equity, if any, issued to such Seller (or such Seller’s designees) at Closing and the value thereof.
Such Seller has made, independently and without reliance on Purchaser Parties or any of their Affiliates or the Purchaser’s Representatives (except to the extent that such Seller has relied on the representations and warranties in this Agreement), its own analysis of the Parent Common Equity comprising part of the Equity Purchase Price and such Seller has had reasonable and sufficient access to documents, other information and materials as it considers appropriate to make its evaluations.