Direct Purchase Shares definition

Direct Purchase Shares means 11.84% (1,850,000 shares) of New Common Stock to be directly purchased by the Investor Parties under the Plan (or by Silver Point pursuant to the Share Purchase Agreement), subject to dilution by the Management Incentive Plan.
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Direct Purchase Shares shall have the meaning ascribed to such term in Section 5.1 of this Second Amendment.
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Direct Purchase Shares means 11.84% (1,850,000 shares) of New Common Stock to be directly purchased by the Investor Parties under the Plan (subject to dilution by the Management Incentive Plan).
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Examples of Direct Purchase Shares in a sentence

  • On the Effective Date, the Debtors shall issue and sell to the Investor Parties and Silver Point, and the Investor Parties and Silver Point shall purchase, the Direct Purchase Shares, in each case in accordance with the terms and conditions set forth in the Stock Purchase Agreement or the Share Purchase Agreement, as applicable.

  • The proceeds of the sale of the Rights Offering Stock and Direct Purchase Shares shall be used to provide up to $275 million in capital to the Reorganized Debtors, which shall be available to fund payments required under this Plan and for ordinary course operations and general corporate purposes of the Reorganized Debtors.

  • The Cash Distributions under this Plan shall be funded from: (a) the Debtors’ Cash on hand as of the Effective Date; (b) the proceeds of the New First Lien Term Loan; (c) the proceeds of the Rights Offering; and the (d) the proceeds from the sale of the Direct Purchase Shares, including under the Share Purchase Agreement.

  • Notwithstanding anything to the contrary contained herein, if Silver Point or any Investor Party fails to purchase any Direct Purchase Shares (pursuant to the Stock Purchase Agreement or the Share Purchase Agreement, as applicable), the Debtors shall reduce distributions under this Plan to each such Party in respect of its Allowed DIP Claims, if any, in an amount equal to the aggregate amount of its Unfunded Direct Purchase Obligation.

  • Subject to the Purchasers' representations and warranties in Article VIII of this Second Amendment, the offer, sale and issuance of the Direct Purchase Shares as contemplated by this Second Amendment are not subject to the registration requirements of the Securities Act of 1933, as amended (the "Securities Act") and neither the Company nor anyone acting on its behalf, has taken or will take any action that would cause such registration requirements to be applicable.

  • No statute, judgment, order, decree of any court, regulatory body, administrative agency or any other governmental agency or body shall be in effect which would impose any material limitation on the ability of the Purchasers to exercise full rights of ownership of the Direct Purchase Shares.

  • The Company has, or before the Second Amendment Closing Date will have, authorized the issuance and sale of 300,000 shares of Common Stock (the "Direct Purchase Shares").

  • All authorizations, approvals or permits, if any, of any governmental authority or regulatory body that are now required in connection with the lawful issuance and sale of the Direct Purchase Shares pursuant to this Second Amendment shall have been duly obtained and shall be in full force and effect on and as of the Second Amendment Closing Date.

  • The proceeds of the sale of the Rights Offering Stock and Direct Purchase Shares shall be used to provide up to $275 million in capital to the Reorganized Debtors, which shall be available to fund payments required under the Plan and for ordinary course operations and general corporate purposes of the Reorganized Debtors.

  • The purchase of the Direct Purchase Shares by the Purchasers hereunder shall be legally permitted by all statutes, rules and regulations to which the Purchasers and the Company are subject.


More Definitions of Direct Purchase Shares

Direct Purchase Shares means 680,985 newly issued shares of Company Common Stock.
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Direct Purchase Shares has the meaning set forth in the recitals above.
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Related to Direct Purchase Shares

  • Purchase Shares has the meaning set forth in Section 2.5(c).

  • Forward Purchase Shares shall have the meaning given in the Recitals hereto.

  • Purchased Shares has the meaning set forth in Section 2.01.

  • Purchased Securities has the meaning assigned in the Terms;

  • Sale Shares has the meaning ascribed to it at Recital (A).

  • Subscription Shares has the meaning ascribed to it in Section 2.1.

  • Payment Shares has the meaning set forth in Section 2.02;

  • Put Shares means shares of Common Stock that are purchased by the Investor pursuant to a Put.

  • Purchaser Shares means the common shares in the capital of the Purchaser.

  • Sold Shares shall have the meaning specified in Section 6.

  • Additional Purchased Securities Securities provided by Seller to Buyer pursuant to Paragraph 4(a) hereof;

  • DWAC Shares means shares of Common Stock that are (i) issued in electronic form, (ii) freely tradable and transferable and without restriction on resale and (iii) timely credited by the Company to the Investor’s or its designee’s specified Deposit/Withdrawal at Custodian (DWAC) account with DTC under its Fast Automated Securities Transfer (FAST) Program, or any similar program hereafter adopted by DTC performing substantially the same function.

  • Offering Shares means the Class A Shares sold in the Offering, whether such Class A Shares were purchased in the Offering or in the secondary market following the Offering and whether or not such holders are affiliates of the Sponsor.

  • PIPE Shares shall have the meaning given in the Recitals hereto.

  • Consideration Shares shall have the meaning set forth in Section 2.7(c).

  • Subscriber Shares means the Shares which the subscribers to the Instrument of the ICAV agree to subscribe for as more particularly hereinafter set forth after their names.

  • Exchange Shares has the meaning set forth in Section 2.01(b).

  • Acquired Shares has the meaning set forth in the Recitals.

  • Conversion Shares means, collectively, the shares of Common Stock issuable upon conversion of the shares of Preferred Stock in accordance with the terms hereof.

  • Private Placement Shares shall have the meaning given in the Recitals hereto.

  • Settlement Shares With respect to any Settlement Date, a number of Shares, not to exceed the Base Amount, designated as such by Party B in the related Settlement Notice or by Party A pursuant to “Termination Settlement” below; provided that on the Maturity Date the number of Settlement Shares shall be equal to the Base Amount on such date.

  • Purchased Units means, with respect to a particular Purchaser, the number of Common Units equal to the aggregate Purchase Price set forth opposite such Purchaser’s name under the column titled “Purchase Price” set forth on Schedule A hereto divided by the Common Unit Price.

  • Management Shares means a management share in the capital of the ICAV which shall have the right to receive an amount not to exceed the consideration period for such Management Share.

  • Seller Shares means all shares of Common Stock of the Company owned as of the date hereof or hereafter acquired by a Common Holder, as adjusted for any stock splits, stock dividends, combinations, subdivisions, recapitalizations and the like.

  • Warrant Purchase Price shall have the meaning ascribed to such term in Section 2.1(b).