Precision Shares definition
Examples of Precision Shares in a sentence
Notwithstanding anything to the contrary in this Agreement, in no event shall the aggregate number of Precision Shares issuable pursuant to the Precision Stock Issuances exceed the Exchange Cap or otherwise cause Precision to be required to obtain Stockholder Approval.
TGTX understands and agrees that the Precision Shares may not be sold, transferred, or otherwise disposed of without registration under the Securities Act or an exemption therefrom, and that in the absence of an effective registration statement covering the Precision Shares or any available exemption from registration under the Securities Act, the Precision Shares must be held indefinitely.
Buyer acknowledges that the sale of the Precision Shares and the Transport Shares has not been registered under the Securities Act or applicable state securities laws, and that the Precision Shares and the Transport Shares may not be transferred or sold except pursuant to the registration provisions of the Securities Act and applicable state securities laws or pursuant to an applicable exemption therefrom.
The Precision Shares and the Transport Shares shall all be free and clear of any mortgage, pledge, lien, charge or encumbrance or any security interest (collectively, "Encumbrances") at the time of such purchase and sale, except for any such Encumbrance arising out of actions by or the status of Buyer.
The consideration for the foregoing covenant not to compete, which is hereby agreed to be a material element of this Agreement, is Buyer's agreement to purchase the Precision Shares and the Transport Shares and to pay the Purchase Price provided herein, as well as the amounts set forth in Schedule 7.3, and ▇▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇▇ acknowledge the adequacy of such consideration.
Precision shall have deposited or caused to be deposited in escrow with the Depositary under the Arrangement the Precision Shares to be issued pursuant to the Arrangement no later than the Business Day immediately before the Effective Date.
All Precision Shares and Transport Shares outstanding following the Reorganization shall be free and clear of all Encumbrances immediately prior to the Closing.