Sentences with phrase «in share purchase agreements»

• Arthur J Gallagher Insurance Brokers Limited v Aston Scott Group Ltd, an application for an interim injunction enforcing the terms of restrictive covenants contained in a share purchase agreement.

• Acting (unled) for a defendant in a claim for an interim injunction to enforce the terms of restrictive covenants contained in a share purchase agreement.

The trial concerned the enforceability of covenants in a share purchase agreement which were alleged to have been in unenforceable restraint of trade or a penalty.

Advising and representing an entrepreneur in a claim for breach of the earn out terms in a share purchase agreement and defending a seven figure claim for breaches of share warranties

Julian Wilson's appearances in commercial arbitrations include, in Vienna, under the rules of the Vienna International Arbitral Centre, handling an exclusive distributorship dispute in the scientific equipment sector; under LCIA rules, of a negligence claim against an international investment bank acting as valuer of an Eastern European bank in administration; under ACI Rules, of a telecoms agreement; and in ad hoc arbitration of «earn - out» provisions in a Share Purchase Agreement relating to the acquisition of an ISP.

These services included structuring the deal in the most efficient manner from a tax perspective, tax due diligence, drafting of the tax provisions in the share purchase agreement and obtaining withholding tax certificates and beneficial audit agreements from the Israeli Tax Authority for the shareholders of SAIPS in connection with the consideration that they received in the framework of the transaction.

Not exact matches

The attorney should also assist the company in preparing some form of offering document, as well as a subscription agreement through which investors will purchase their shares.

Under the terms of the agreement, a subsidiary of HPE will commence a tender offer to purchase any and all of the outstanding shares of Nimble common stock for $ 12.50 per share in cash.

Camber Capital Management, a hedge fund with an activist history, has purchased 5.7 million shares of Tenet Healthcare Corp., or a 5.7 % stake in the money - losing hospital chain.The emergence of Camber was disclosed Monday, just three days after Tenet's largest shareholder, Glenview Capital Management, resigned two Tenet board seats, citing irreconcilable differences with management and the board.Glenview Capital, which owns an 18 % stake in Tenet, gave notice Friday that it would no longer participate in a stand - still agreement that had prevented it from launching a proxy fight for control of the company.Tenet investors welcomed the Camber disclosure Monday, driving up Tenet's stock price to $ 2.18, or 15 %, to $ 16.63 as of 12:30 p.m. ET.Tenet is the nation's third - largest investor - owned

«Option» means an ISO or NSO granted under the Plan entitling the Participant to purchase Shares upon satisfaction of the conditions contained in the Plan and the applicable Award Agreement.

Upon effectiveness of that registration statement, subject to the satisfaction of applicable exercise periods, the expiration or waiver of the market standoff agreements and lock - up agreements referred to above, and applicable volume restrictions and other restrictions that apply to affiliates, the shares of our capital stock issued upon exercise of outstanding options to purchase shares of our Class A common stock will be available for immediate resale in the United States in the open market.

Following the expiration of the lock - up agreements referred to above, stockholders owning an aggregate of up to 248,396,604 shares of our Class B common stock (including shares issuable pursuant to the exercise of warrants to purchase shares of our capital stock that were outstanding as of September 30, 2015) can require us to register shares of our capital stock owned by them for public sale in the United States.

The Company has entered into restricted stock purchase agreements with certain founders and employees for the issuance of up to 16,084,442 shares of restricted common stock in exchange for services.

In September 2013, the Company entered into a common stock purchase agreement with an affiliate of AT&T covering the sale and issuance of 780,539 shares of the Company's stock for a nominal amount of consideration (AT&T is listed as Customer E in Note 2In September 2013, the Company entered into a common stock purchase agreement with an affiliate of AT&T covering the sale and issuance of 780,539 shares of the Company's stock for a nominal amount of consideration (AT&T is listed as Customer E in Note 2in Note 2).

(d) by causing Retrophin to pay cash to himself, Biestek, and Fernandez so that he would not have to invest $ 731,778 of his own funds in the February PIPE, and by using PIPE proceeds in contravention of the terms of the Securities Purchase Agreement to fund investments by Shkreli, Biestek and Fernandez, resulting in an additional benefit to Shkreli alone of $ 360,000 in cash and 180,000 Retrophin shares and warrants worth more than $ 5.3 million (at current market prices).

In the U.S, they generally include a subscription (share purchase) agreement, a right - of - first - refusal and co-sale agreement, an investors» rights agreement, and a voting trust agreement.

The table above does not include (i) 5,952,917 shares of Class A common stock reserved for issuance under our 2015 Incentive Award Plan (as described in «Executive Compensation — New Employment Agreements and Incentive Plans»), consisting of (x) 2,689,486 shares of Class A common stock issuable upon exercise of options to purchase shares of Class A common stock granted on the date of this prospectus to our directors and certain employees, including the named executive officers, in connection with this offering as described in «Executive Compensation — Director Compensation» and «Executive Compensation — New Equity Awards,» and (y) 3,263,431 additional shares of Class A common stock reserved for future issuance and (ii) 24,269,792 shares of Class A common stock issuable to the Continuing SSE Equity Owners upon redemption or exchange of their LLC Interests as described in «Certain Relationships and Related Party Transactions — SSE Holdings LLC Agreement.»

The number of shares of our Class A common stock outstanding after this offering as shown in the tables above is based on the number of shares outstanding as of September 24, 2014, after giving effect to the Transactions and the Assumed Redemption, and excludes 5,952,917 shares of Class A common stock reserved for issuance under our 2015 Incentive Award Plan (as described in «Executive Compensation — New Employment Agreements and Incentive Plans»), consisting of (i) 2,689,486 shares of Class A common stock issuable upon the exercise of options to purchase shares of Class A common stock granted on the date of this prospectus to our directors and certain employees, including the named executive officers, in connection with this offering as described in «Executive Compensation --

The number of shares of our Class A common stock outstanding after this offering as shown in the tables above is based on the number of shares outstanding as of September 24, 2014, after giving effect to the Transactions and the Assumed Redemption, and excludes shares of Class A common stock reserved for issuance under our 2015 Incentive Award Plan (as described in «Executive Compensation — New Employment Agreements and Incentive Plans»), consisting of (i) shares of Class A common stock issuable upon the exercise of options to purchase shares of Class A common stock granted on the date of this prospectus to our directors and certain employees, including the named executive officers, in connection with this offering as described

The 2014 Recapitalization Agreement would also provide that under certain circumstances we may be required to issue new warrants to purchase shares of our common stock at an exercise price per share of $ 0.01 rather than issue shares of our common stock, in exchange for certain of the Related - Party Notes and Related - Party Warrants.

The 2014 Recapitalization Agreement would also provide that the remaining Related - Party Warrants to purchase an aggregate of 62,105,000 shares of our common stock would be cancelled in their entirety.

In addition, of the shares of our common stock that were subject to stock options outstanding as of, 2010, options to purchase shares of common stock were vested as of, 2010 and, upon exercise, these shares will be eligible for sale subject to the lock - up agreements described below and Rules 144 and 701 under the Securities Act.

Employee Stock Repurchase Agreement - An employee stock repurchase agreement is an arrangement to which a company will sell its stock to its employees but has a claus that says the company reserves the right to purchase its shares back, under certain conditions... The conditions may vary, and will be listed in the aAgreement - An employee stock repurchase agreement is an arrangement to which a company will sell its stock to its employees but has a claus that says the company reserves the right to purchase its shares back, under certain conditions... The conditions may vary, and will be listed in the aagreement is an arrangement to which a company will sell its stock to its employees but has a claus that says the company reserves the right to purchase its shares back, under certain conditions... The conditions may vary, and will be listed in the agreementagreement.

But in this case, the angels purchase common shares with an agreement that if a VC subsequently negotiates a more desirable form of shares, that the early - stage investors also receive the same type of shares.

Under the asset purchase agreement for the acquisition of the Node40 Business (the «APA»), HashChain has acquired the NODE40 Business for a purchase price comprised of US$ 8,000,000 in cash, payable as to US$ 4,000,000 at closing (subject to a closing adjustment provision), and US$ 2,000,000 on each of 180 days and one year following the closing date, and a total of 3,144,134 common shares in the capital of HashChain («Shares»), to be issued in the following amounts and on the following dates (each, an «Issue Date»): (i) 1,800,000 Shares on the closing date, (ii) 700,247 Shares on the date that is 180 days following the closing date; and (iii) 643,887 Shares on the one - year anniversary of the closing date, subject to NODE40s option to receive cash in lieu of up to 30 % of the shares issuable pursuant to (ii) and (iii) above to a maximum of $ 600,000 USD for (ii) and $ 600,000 USD for (iii) shares in the capital of HashChain («Shares»), to be issued in the following amounts and on the following dates (each, an «Issue Date»): (i) 1,800,000 Shares on the closing date, (ii) 700,247 Shares on the date that is 180 days following the closing date; and (iii) 643,887 Shares on the one - year anniversary of the closing date, subject to NODE40s option to receive cash in lieu of up to 30 % of the shares issuable pursuant to (ii) and (iii) above to a maximum of $ 600,000 USD for (ii) and $ 600,000 USD for (iii) Shares»), to be issued in the following amounts and on the following dates (each, an «Issue Date»): (i) 1,800,000 Shares on the closing date, (ii) 700,247 Shares on the date that is 180 days following the closing date; and (iii) 643,887 Shares on the one - year anniversary of the closing date, subject to NODE40s option to receive cash in lieu of up to 30 % of the shares issuable pursuant to (ii) and (iii) above to a maximum of $ 600,000 USD for (ii) and $ 600,000 USD for (iii) Shares on the closing date, (ii) 700,247 Shares on the date that is 180 days following the closing date; and (iii) 643,887 Shares on the one - year anniversary of the closing date, subject to NODE40s option to receive cash in lieu of up to 30 % of the shares issuable pursuant to (ii) and (iii) above to a maximum of $ 600,000 USD for (ii) and $ 600,000 USD for (iii) Shares on the date that is 180 days following the closing date; and (iii) 643,887 Shares on the one - year anniversary of the closing date, subject to NODE40s option to receive cash in lieu of up to 30 % of the shares issuable pursuant to (ii) and (iii) above to a maximum of $ 600,000 USD for (ii) and $ 600,000 USD for (iii) Shares on the one - year anniversary of the closing date, subject to NODE40s option to receive cash in lieu of up to 30 % of the shares issuable pursuant to (ii) and (iii) above to a maximum of $ 600,000 USD for (ii) and $ 600,000 USD for (iii) shares issuable pursuant to (ii) and (iii) above to a maximum of $ 600,000 USD for (ii) and $ 600,000 USD for (iii) above.

For example, when Mr. Pearson was hired, he was required to purchase $ 3 million worth of shares and he voluntarily purchased $ 5 million, which was the maximum amount specified in his initial employment agreement.

SACRAMENTO, California, September 14, 2017 / PRNewswire / — RiceBran Technologies (NASDAQ: RIBT and RIBTW)(the «Company» or «RBT»), a global leader in the production and marketing of value - added products derived from rice bran, announced today that Continental Grain Company, one of the oldest food and agribusiness companies in the world, has entered into an agreement to purchase 2.7 million shares of RiceBran Technologies common stock from the Company for $ 2.9 million.

This means that after a standstill agreement expires on 18 January 2012, Rio Tinto has the ability to purchase additional shares in Ivanhoe beyond its current holding of 49 per cent without being diluted by the SRP.

Rio Tinto has acquired an additional 3,700,000 common shares in Ivanhoe Mines Ltd. through a wholly - owned subsidiary, Rio Tinto International Holdings Limited, increasing Rio Tinto's ownership in Ivanhoe Mines by 0.5 per cent to a total of 361,858,442 common shares or 49 per cent through a privately negotiated share purchase agreement.

This came on the heels of the signing of the Renewed Share Purchase Agreement between Government and the Russian company in Abuja, on Friday.

In Columbia County, the Board of Supervisors last week approved a plan that includes sharing IT services, real property and human resources personnel, and establishes a countywide purchasing agreement for procuring office supplies.

The aggregate purchase price for the acquisition is approximately $ 34.0 million consisting of approximately $ 20.4 million in cash and approximately $ 13.6 million in shares of LiveXLive common stock, subject to adjustments as provided in the merger agreement.

In exchange for my purchase agreement, I was paid $ 0.65 per share.

The companies have signed agreements for a debt and equity sale — the Cayman Islands based firm will acquire up to $ 10 million worth of shares at $ 0.03 per share and will purchase $ 1 million worth of notes at an 8 % interest per annum in two tranches.

Axcelis Technologies, Inc. (Nasdaq: ACLS) today announced that it has entered into a Share Purchase Agreement in which Sumitomo Heavy Industries, Ltd. («SHI») will purchase Axcelis» 50 % interest in their joint venture, SEN Corporation, an SHI and Axcelis Company, («SEN»), for Y13 billion, or approximately $ 133 million, in cash at current conversioPurchase Agreement in which Sumitomo Heavy Industries, Ltd. («SHI») will purchase Axcelis» 50 % interest in their joint venture, SEN Corporation, an SHI and Axcelis Company, («SEN»), for Y13 billion, or approximately $ 133 million, in cash at current conversiopurchase Axcelis» 50 % interest in their joint venture, SEN Corporation, an SHI and Axcelis Company, («SEN»), for Y13 billion, or approximately $ 133 million, in cash at current conversion rates.

Security futures contract — a legally binding agreement between two parties to purchase or sell in the future a specific quantify of shares of a security (such as common stock, an exchange - traded fund, or ADR) or a narrow - based security index, at a specified price.

If you are involved in a business with a partner, it's possible that you have a buy / sell agreement in which each business owner purchases a life insurance policy on the other owner and then uses the death benefit to buy out the deceased owner's share of the business.

In the first step, VCA Antech will acquire a majority of the shares of the company pursuant to a stock purchase agreement entered into among VCA Antech, Pet DRx and certain selling stockholders, which is expected to close within 30 days.

Under the agreement, ISBIT GAMES will be compensated for the development of the games and the two companies will subsequently share revenue from initial sales, in - app purchases and sales of ad placements.

The electricity sector's share of greenhouse gas emissions in Ontario in 2012 was only about 9 percent of total emissions, compared to the transportation sector with 34 percent and the industrial sector with 30 percent (Ontario, Auditor General 2015), meaning that further environmental gains in the electricity sector are inherently limited.4 In any event, this impact needs to be compared to other alternatives, such as further enhancing transmission connections and expanding power purchase agreements with neighbouring jurisdictions, in particular Quebec and Manitoba, which have substantial clean hydroelectric resourcein Ontario in 2012 was only about 9 percent of total emissions, compared to the transportation sector with 34 percent and the industrial sector with 30 percent (Ontario, Auditor General 2015), meaning that further environmental gains in the electricity sector are inherently limited.4 In any event, this impact needs to be compared to other alternatives, such as further enhancing transmission connections and expanding power purchase agreements with neighbouring jurisdictions, in particular Quebec and Manitoba, which have substantial clean hydroelectric resourcein 2012 was only about 9 percent of total emissions, compared to the transportation sector with 34 percent and the industrial sector with 30 percent (Ontario, Auditor General 2015), meaning that further environmental gains in the electricity sector are inherently limited.4 In any event, this impact needs to be compared to other alternatives, such as further enhancing transmission connections and expanding power purchase agreements with neighbouring jurisdictions, in particular Quebec and Manitoba, which have substantial clean hydroelectric resourcein the electricity sector are inherently limited.4 In any event, this impact needs to be compared to other alternatives, such as further enhancing transmission connections and expanding power purchase agreements with neighbouring jurisdictions, in particular Quebec and Manitoba, which have substantial clean hydroelectric resourceIn any event, this impact needs to be compared to other alternatives, such as further enhancing transmission connections and expanding power purchase agreements with neighbouring jurisdictions, in particular Quebec and Manitoba, which have substantial clean hydroelectric resourcein particular Quebec and Manitoba, which have substantial clean hydroelectric resources.

Marc Gold has extensive practical experience in commercial matters and commercial law, including share - purchase agreements, financing, sale of goods, real estate development, construction, corporate management and governance, and employment and labour law.

In its recent decision in Merit Management Group, LP v. FTI Consulting, Inc., the Supreme Court held that transfers in connection with a share purchase agreement between two non-financial institutions were not safe - harbored under.In its recent decision in Merit Management Group, LP v. FTI Consulting, Inc., the Supreme Court held that transfers in connection with a share purchase agreement between two non-financial institutions were not safe - harbored under.in Merit Management Group, LP v. FTI Consulting, Inc., the Supreme Court held that transfers in connection with a share purchase agreement between two non-financial institutions were not safe - harbored under.in connection with a share purchase agreement between two non-financial institutions were not safe - harbored under...

She is instructed in a wide range of company cases, from actions concerning share purchase agreements to numerous applications pursuant to the Companies Act 2006.

Experienced in the purchase and sale of both oil and gas properties and midstream assets, the arriving group's knowledge also covers a full range of oil and gas exploration and development agreements such as leases, joint operating agreements, production sharing agreements and drilling contracts.

Kate has significant experience of shareholder disputes arising from share purchase agreements, both in relation to breach of warranty claims and enforcement of share purchase agreements when necessary.

They performed the legal due diligence and took the lead in the negotiation and redaction of several contracts such as the non-disclosure agreement, the letter of intent and the share purchase agreement.

M&A legal experts in the meantime have gained increased confidence to handle complex share purchase agreements or other transaction instruments similar to that of other SEE jurisdictions as the legal framework for M&A s is up - to - date and not so different to that of other countries in this region (e.g. merger filing legislation for example is fully harmonized with EU law).

Recent work includes advising a client in the financial services sector on the share purchase of a private limited company, and drafting a wide variety of contractual agreements, including third and fourth party logistics, freight forwarding agreements and general logistics agreements, for a high - net - worth company.

• the trustee obtains the written consent of the copyright holder to the assignment or ensures that any purchase agreement will guarantee the payment of royalties and share in the profits to each copyright holder at a rate not less than the rate the bankrupt licensee was liable to pay.

In this case, the parties were in the final throes (they thought) of negotiating a substantial share purchase agreement, and the deal was expected to close that day, even after hourIn this case, the parties were in the final throes (they thought) of negotiating a substantial share purchase agreement, and the deal was expected to close that day, even after hourin the final throes (they thought) of negotiating a substantial share purchase agreement, and the deal was expected to close that day, even after hours.