Examples of Price Protection Shares in a sentence
For the avoidance of doubt, if Purchaser elects the Per Share Price provided pursuant to Section 1(b)(ii) hereof, Purchaser shall have no right to receive Price Protection Shares.
If Purchaser elects the Per Share Price provided pursuant to Section 1(b)(i) hereof, Purchaser and its transferees who are Eligible Persons (as defined below) shall have the right to receive Price Protection Shares, subject to the terms and conditions of this Section 5(b).
No vote of the stockholders of the Company is required by Law, the Company’s certificate of incorporation or bylaws or otherwise for the Company to complete the Transactions, including the issuance of the Purchased Shares and, if applicable, the Price Protection Shares.
No vote of the stockholders of the Company is required by Law, the Company’s certificate of incorporation or bylaws or otherwise for the Company to complete the Transactions, including the issuance of the Purchased Shares and, if applicable, the Price Protection Shares or the Option Shares.
When and if issued and delivered to the Buyers in accordance with the provisions of the Purchase Agreement, the Price Protection Shares and Finder’s Fee Shares will be validly issued, fully paid and non-assessable.
The offer and sale of the Purchased Shares, the Price Protection Share Right, the Conversion Shares and the Price Protection Shares to the Purchaser pursuant to this Agreement shall be exempt from the registration requirements of the Securities Act and the registration and/or qualification requirements of all applicable state securities laws.
Notwithstanding the foregoing, the parties hereto acknowledge (i) that the Purchaser does not agree to hold any of the Purchased Shares, Price Protection Shares or Option Shares for any minimum or other specific term and (ii) the Purchaser’s right at all times to sell or otherwise dispose of all or any part of such securities in compliance with applicable federal and state securities laws and as otherwise contemplated by this Agreement.
Subject to the accuracy of the representations made by the Purchaser in Section 4 hereof, the offer and issuance of the Purchased Shares, the Price Protection Share Right, the Conversion Shares and if applicable, the Price Protection Shares to the Purchaser is exempt from the registration and prospectus delivery requirements of the Securities Act.
The Purchaser understands that nothing in the Agreement, the SEC Documents or any other materials presented to the Purchaser in connection with the purchase and sale of the Shares and, if applicable, the Price Protection Shares, constitutes legal, tax or investment advice.
The Purchased Shares, the Price Protection Share Right, the Option Share Right and, if applicable, the Price Protection Shares or the Option Shares, are being acquired for investment for the Purchaser’s own account, not as a nominee or agent, in the ordinary course of business, and not with a view to the distribution thereof.