RI Shares definition

RI Shares means the shares of Purchaser's Common Stock, no par value, to be issued hereunder.
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RI Shares means common shares in the capital of the RI;
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RI Shares means the entire issued share capital of RI GmbH being acquired pursuant to the Purchase Agreement; Sale means a sale of more than fifty percent (50%) of the Elster Group Shares (including a pro rata portion of the claims under the PECs) or of the business of the Acquired Group in one transaction or a series of related transactions; Seller has the meaning given to it in Recital (F);
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Examples of RI Shares in a sentence

  • Seller understands that the RI Shares have not been registered under the Securities Act, or any other securities law or regulation, that the RI Shares must be held by Seller indefinitely, unless a subsequent disposition thereof is registered under the Securities Act or is exempt from such registration thereunder.

  • Seller understands that it must hold the RI Shares for at least one year and then can sell the RI Shares in compliance with Rule 144 of the SEC, and that certificates representing the RI Shares will be imprinted with a legend which restricts transfer as herein stated.

  • The RI Shares delivered in partial payment for the Purchase Price will be duly authorized, fully paid and non-assessable shares of Purchaser's Common Stock.

  • Seller further understands that the RI Shares have not been qualified under the General Corporation Law of the State of California (the "California Law") by reason of their issuance in a transaction exempt from the qualification requirements of the California Law.

  • Seller understands that the RI Shares have not been registered under the Securities Act or registered or qualified under any state securities law in reliance on specific exemptions therefrom, which exemptions may depend upon, among other things, the bona fide nature of Seller's investment intent, as expressed herein.

  • On or before Closing, the parties hereto will jointly agree on the value of the 475,000 RI Shares for purposes of determining the amount of the Purchase Price and prepare Exhibit 3.

  • Seller is accepting the RI Shares for its own account, for investment purposes only, and not with a present view to, or for, resale or distribution, within the meaning of the Securities Act.

  • Seller will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the RI Shares except in compliance with the Securities Act, the rules and regulations thereunder and applicable state securities laws.

  • Purchaser agrees that, subject to the terms and conditions of this Agreement, and in full consideration for and against delivery of appropriate bills of sale, assignments and other necessary transfer documents, Purchaser shall pay to Seller $1,790,000 in cash plus 475,000 RI Shares, valued as provided in Section 6 (the "Purchase Price"), paid as set out in Section 4.

  • Seller is aware of Purchaser's business affairs and financial condition and has had access to and has acquired sufficient information about Purchaser to reach an informed and knowledgeable decision to accept the RI Shares in partial payment for the Assets.