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Turing Pharmaceuticals, Inc. ("Turing"), Tisch Ltd. ("Tisch"), and Tockers International PLC ("Tockers") entered into an Amended and Restated Share Purchase Agreement with the U.S. Investors that, subject to (i) certain exceptions, provides for (A) the issuance of an amount 2,000,000,000 shares common stock (the "Shares") of the Company to U.S. Investors (the "U.S. Investors") at a price of $100 per Share, (B) such Shares to be transferable in one lump sum to U.S. Investors upon their request, (C) the right to subscribe for additional Shares at the same price and (D) right to receive an annual cash dividend of $0.05 per share. The Shares will be issued at the price and subject to terms hereof.
Turing's securities were acquired by the U.S. Investors in exchange for their holding the Company.
The Company expects to use proceeds from the transaction to repurchase its Common Stock and for general corporate purposes. In addition, Turing intends to use the proceeds for acquisitions that do not require a prior investment by the U.S. Investor. As a result, the Company expects to use some of the proceeds from sale its Common Stock to repurchase in the future or to repurchase equity interests in Tockers.
The transaction was approved by U.S. Investors on June 11, 2017 (the "June Approval Period"). All prior approvals have been granted. Pursuant to the terms of approval, we expect to commence offering the Tockers common stock on Wednesday, June 22, 2017.
The Common Stock consists of (i) 1,000,000,000 shares Common Stock, (ii) $100 aggregate cash dividends per share to the U.S. Investors and $0.10 cash dividends per share to Tisch, and (iii) preferred stock, (the "Tockers Common Stock"), which is preferred stock of the Company and has voting dispositive value. Pursuant to the approved transaction, only holders of Tockers Common Stock will be entitled to receive the distributions. If any preferred stock of the Company is converted into or purchased by the U.S. Investors, Tockers Common Stock will be replaced with common
Buspar where to buy stock of the Company.
The Company intends to make such investments in funds that may be obligated on the part of such funds to fulfill the obligations assumed in Tockers transaction or otherwise to provide capitalization liquidity benefits in the future. Proceeds received from Tockers transaction will not Viagra 90 Pills 100mg $129 - $1.43 Per pill constitute a liquidity commitment or capitalization commitment.
On June 11, 2017, the U.S. Investors purchased a total of approximately 1,100,000,000 shares common stock for cash at the price of $100 per share
Buspirone buy online (the "June 11, 2017 Purchase Price"), a total of approximately $500,000,000 was received. Prior to that date, the Company had no shareholders of record and public share capital.
Tockers had not been actively traded on the under-the-table market prior to its approval by the U.S. Investors on June 11, 2017. A portion of the shares purchased during June 11, 2017 Approval Period were reserved for distribution to existing, potential participants, namely, the U.S. Investors and their respective broker-dealer nominees. Upon approval of the transaction by U.S. Investors, they exercised that part of their purchase right and paid the U.S. Investors $500,000,000, after deducting transaction costs, as the purchase price for Tockers. As further described in detail under the table immediately following this section, Tockers has also been used to acquire shares from the Company and it paid $100 each.
On December 23, 2016, the U.S. Investors purchased an aggregate of approximately 544,000,000 shares common stock for cash at a price of $90 per share (the "December 23, 2016 Purchase Price"), a total of approximately $325,000,000 was received. Prior to that date, the Company had no shareholders of record and public share capital. Pursuant to the approved transaction by U.S. Investors, holders of
Viagra ireland over the counter Tockers agreed to purchase and subscribe for shares of Common Stock at a price per share of $100. Shares sold on December 23, 2016 are part of the shares purchased by U.S. Investors at the approved $100 per share price, which represents the fair market value of those shares on the date of transaction and is subject to adjustment in accordance with the stated provisions of.
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