Strip Equity definition
Examples of Strip Equity in a sentence
All proceedings taken in connection with the transactions contemplated by this Agreement, the Warrants and the Strip Equity, and all documents necessary to the consummation thereof, shall be satisfactory in form and substance to you and your special counsel, and you shall have received a copy (executed or certified as may be appropriate) of all legal documents or proceedings taken in connection with the consummation of said transactions.
The general indemnity provided for in this (S)10.12(a), as it relates to the transactions contemplated under the Stock Purchase Agreement, the Stockholders Agreement and the Strip Equity, shall apply only with respect to the transactions consummated on the Closing Date, but not to the consummation of any Future Preferred Commitment under the Stock Purchase Agreement.
The Notes, the Warrants and the Strip Equity to be purchased by you shall be legal investments for you under the laws of each jurisdiction to which you may be subject (without resort to any so-called "basket provisions" to such laws).
Subject to the terms and conditions hereof and on the basis of the representations and warranties hereinafter set forth, the Company agrees to issue and sell to you, and you agree to purchase from the Company, (i) Notes in the principal amount set forth opposite your name on Schedule I hereto and the Warrants at an aggregate purchase price of 100% of the principal amount thereof and (ii) the Strip Equity at a purchase price of $2,258,772, all on the Closing Date hereafter mentioned.
If on the Closing Date the Company fails to tender to you the Notes, the Warrants and the Strip Equity to be issued to you on such date or if the conditions specified in this (S)4.1 have not been fulfilled, you may thereupon elect to be relieved of all further obligations under this Agreement.
The Company agrees that it will pay and save you harmless against any and all liability with respect to stamp and other taxes, if any, which may be payable or which may be determined to be payable in connection with the execution and delivery of this Agreement, the Notes, the Warrants, the Stockholders Agreement, the Strip Equity or the Registration Rights Agreement, whether or not any Notes are then outstanding.
In addition to your Purchase of the Notes and Warrants as provided herein, and as required by (S)4.1(l), on the Closing Date you shall purchase 22,060 shares of the Company's Series A Preferred Stock at a price of $100.00 per share and 53,000 shares of the Company's Common Stock at a price of $1.00 per share (the Series A Preferred Stock of the Company and the Common Stock of the Company purchased by the Purchaser on the Closing Date is hereinafter referred to as the "Strip Equity").
As a condition precedent to the purchase and receipt of the Incentive Stock and/or the Strip Equity, Employee agrees to execute and be bound by the Ply Gem Prime Holdings, Inc.
Concurrently with the delivery of the Notes, the Warrants and the Strip Equity to you on the Closing Date, the charges and disbursements of ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇, your special counsel, reflected in a statement for services delivered to the Company two Business Days prior to the Closing Date shall have been paid by the Company.