GGO Common Stock. GGO shall not have issued and outstanding on a Fully Diluted Basis immediately following the Closing more than (i) the GGO Common Share Amount of shares of GGO Common Stock (plus (A) a number of shares of GGO Common Stock equal to the sum of the Backstop Consideration and the backstop consideration issuable to the Fairholme/Pershing Investors pursuant to the Fairholme/Pershing Agreements, (B) 40,000,000 shares of GGO Common Stock issuable upon exercise of the GGO Warrants, and (C) 40,000,000 shares of GGO Common Stock issuable upon the exercise of warrants that may be issued to the Fairholme/Pershing Investors pursuant to the Fairholme/Pershing Agreements, plus (ii) if the GGO Rights Offering shall have occurred, 50,000,000 shares of GGO Common Stock issued pursuant to the GGO Rights Offering in accordance with this Agreement.
Appears in 3 contracts
Samples: Escrow Agreement (General Growth Properties Inc), Cornerstone Investment Agreement, Stock Purchase Agreement (Pershing Square Capital Management, L.P.)
GGO Common Stock. GGO shall not have issued and outstanding on a Fully Diluted Basis immediately following the Closing more than (i) the GGO Common Share Amount of shares of GGO Common Stock (plus (A) a number of an aggregate 5,250,000 shares of GGO Common Stock equal issuable to the sum of the Backstop Consideration Purchaser and the backstop consideration issuable to the Fairholme/Pershing Investors pursuant to this Agreement and the Fairholme/Pershing Agreements, (B) 40,000,000 such shares of GGO Common Stock issuable upon exercise of the GGO WarrantsWarrants pursuant to Section 5.2, and (C) 40,000,000 such shares of GGO Common Stock issuable upon the exercise of warrants that may be issued to the Fairholme/Pershing Investors pursuant to the Fairholme/Pershing Agreements, plus (ii) if the GGO Rights Offering shall have occurred, 50,000,000 shares of GGO Common Stock issued pursuant to the GGO Rights Offering in accordance with this Agreement).
Appears in 3 contracts
Samples: Cornerstone Investment Agreement (General Growth Properties, Inc.), Non Control Agreement (Pershing Square Capital Management, L.P.), Cornerstone Investment Agreement (General Growth Properties Inc)
GGO Common Stock. GGO shall not have issued and outstanding on a Fully Diluted Basis immediately following the Closing more than (i) the GGO Common Share Amount of shares of GGO Common Stock (plus (A) a number of shares of GGO Common Stock equal to the sum of the Backstop Consideration and the backstop consideration issuable to the Fairholme/Pershing Investors Purchasers and the Brookfield Consortium Members pursuant to the Fairholme/Pershing other Investment Agreements, (B) 40,000,000 20,000,000 shares of GGO Common Stock issuable upon exercise of the GGO Warrants, and (C) 40,000,000 60,000,000 shares of GGO Common Stock issuable upon the exercise of warrants that may be issued to the Fairholme/Pershing other Initial Investors pursuant to the Fairholme/Pershing other Investment Agreements), plus (ii) if the GGO Rights Offering shall have occurred, 50,000,000 shares of GGO Common Stock issued pursuant to the GGO Rights Offering in accordance with this Agreement.
Appears in 3 contracts
Samples: Warrant and Registration Rights Agreement (General Growth Properties Inc), Stock Purchase Agreement, Stock Purchase Agreement (Pershing Square Capital Management, L.P.)
GGO Common Stock. GGO shall not have issued and outstanding on a Fully Diluted Basis immediately following the Closing more than (i) the GGO Common Share Amount of shares of GGO Common Stock (plus (A) a number of shares of GGO Common Stock equal to the sum of the Backstop Consideration and the backstop consideration issuable to the Fairholme/Pershing Investors Fairholme Purchasers and the Brookfield Consortium Members pursuant to the Fairholme/Pershing other Investment Agreements, (B) 40,000,000 20,000,000 shares of GGO Common Stock issuable upon exercise of the GGO Warrants, and (C) 40,000,000 60,000,000 shares of GGO Common Stock issuable upon the exercise of warrants that may be issued to the Fairholme/Pershing other Initial Investors pursuant to the Fairholme/Pershing other Investment Agreements), plus (ii) if the GGO Rights Offering shall have occurred, 50,000,000 shares of GGO Common Stock issued pursuant to the GGO Rights Offering in accordance with this Agreement.
Appears in 3 contracts
Samples: Non Control Agreement (General Growth Properties Inc), Stock Purchase Agreement, Stock Purchase Agreement (Pershing Square Capital Management, L.P.)
GGO Common Stock. GGO shall not have issued and outstanding on a Fully Diluted Basis immediately following the Closing more than (i) the GGO Common Share Amount of shares of GGO Common Stock (plus (A) a number of shares of GGO Common Stock equal to the sum of the Backstop Consideration and the backstop consideration issuable to the Fairholme/Pershing Investors pursuant to the other Fairholme/Pershing Agreements, (B) 40,000,000 such shares of GGO Common Stock issuable upon exercise of the GGO WarrantsWarrants pursuant to Section 5.2, and (C) 40,000,000 such shares of GGO Common Stock issuable upon the exercise of warrants that may be issued to the Fairholme/Pershing Investors pursuant to the Fairholme/Pershing Agreements), plus (ii) if the GGO Rights Offering shall have occurred, 50,000,000 shares of GGO Common Stock issued pursuant to the GGO Rights Offering in accordance with this Agreement.plus
Appears in 1 contract
Samples: Cornerstone Investment Agreement
