Sentences with phrase «including share purchase agreements»

Negotiating and drafting definitive agreements including share purchase agreements and asset purchase agreements, escrow agreements, non-competition agreements, vendor take - back loan and earn - out agreements, indemnity agreements, shareholders» agreements and employment agreements

Not exact matches

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.

Pursuant to our equity compensation plans and certain agreements with certain holders of our capital stock, including Jack Dorsey, Jim McKelvey, Khosla Ventures III, LP, entities affiliated with JPMC Strategic Investments, entities affiliated with Sequoia Capital, entities affiliated with Rizvi Traverse, and an entity affiliated with Mary Meeker, including an amended and restated right of first refusal and co-sale agreement, we or our assignees have a right to purchase shares of our capital stock which stockholders propose to sell to other parties.

Shkreli was awarded substantial compensation by the Company during the period of his disloyalty including, but not limited to: substantial cash compensation, 1,605,570 shares of Retrophin stock, a grant of 1,080,000 time based options to purchase Retrophin stock (the «December 2013 Option Agreement «-RRB- and a grant of 400,000 options (half time based and half performance based) to purchase shares of Retrophin stock (the «February 2014 Option Agreement»).

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

During her tenure, the county has developed several shared service agreements, including a merger of purchasing departments with the City of Syracuse and a merger of local water authorities.

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.

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.

Her experience includes advising on disputes relating to exploration and development, production sharing contracts, joint ventures, construction contracts, decommissioning, third party access to infrastructure, gas sale and purchase agreements and transportation and processing agreements.

Our services include new incorporations, preparation and negotiation of agreements, reorganizations, purchases and sales of assets and shares.

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.

Using a share purchase agreement template, you should include details such as: the name of the corporation whose stock is being sold; who is selling the stock; who will be buying the stock; how many shares are being sold, and the par value of each share; when and where the closing occur; and how much «earnest money» the purchaser will deposit before the closing date.

As part of the transaction structure, parties jointly worked on the negotiation of other important complementary agreements — besides the share purchase agreement -, such as a services and lease agreement, which includes, among others commercial issues, the transitional processes to be implemented in relation to the manufacturing and bottling of beers and other related malt beverages on the Planta Huachipa, in favour of Ambev.

Such transaction was implemented through the selling of Ambev's local subsidiary El Albaicín S.A.C. (sole owner of the Huachipa Plant) to CBC Peruana S.A.C. and was composed by 2 simultaneous operations: (i) a spin - off executed between Ambev and El Albaicín S.A.C., by which the Huachipa Plant was initially transferred from Ambev to El Albaicín S.A.C., including all its relevant and complementary assets, employees and permits; and, (ii) a share purchase agreement by which Ambev transferred to CBC Peruana S.A.C. a total of 100 % of the capital stock of El Albaicín S.A.C.

Shareholder agreements can include a right of first refusal clause to protect against unwanted third parties purchasing shares in the corporation.

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 oagreement; and in ad hoc arbitration of «earn - out» provisions in a Share Purchase Agreement relating to the acquisition oAgreement 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.

The Corporation's book value shall be equal to the excess of the book value of the total assets of the Corporation, including any proceeds of insurance policies / excluding the proceeds of any insurance policies owned by the Corporation on the lives of its shareholders, over the book value of the Corporation's total liabilities, excluding the Corporation's liability under this Agreement to purchase the shares for which the purchase price is being measured, based on the Corporation's books and records.

The company also entered into a share purchase agreement with the shareholders, previously disclosed by W. P. Carey on July 23, 2012, pursuant to which the company has agreed to purchase up to an aggregate amount of $ 85 million of the shareholders» listed shares of W. P. Carey in order to assist the estate with anticipated near - term expenses, including estate taxes and other costs.