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SEC Filings

8-K
ARCH COAL INC filed this Form 8-K on 09/19/2017
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income tax purposes owns, or has owned within the shorter of (i) such Seller’s holding period for the Shares and (ii) the five year period ending on the Closing Date, more than 5% of the fair market value of the Company’s Class A Common Stock. No partner of a Seller that is a partnership for U.S. federal income tax purposes (a “Partnership Seller”) and, to the knowledge of the Sellers, no beneficial owner of such partner if such partner is itself a partnership or other flow-through entity for U.S. federal income tax purposes, owns, or has owned within the shorter of (i) such Seller’s holding period for the Shares and (ii) the five year period ending on the Closing Date, more than 5% of the fair market value of the Company’s Class A Common Stock through its equity interest in one or more Partnership Sellers.

 

5.                                      Conditions of the Sellers’ Obligations at Closing.  The obligation of the Sellers to sell the Shares is subject to the fulfillment, on or before the Closing, of each of the following conditions, unless otherwise waived:

 

(a)                                 The representations and warranties contained in Section 3 hereof shall be true and correct in all respects as of the Closing.

 

(b)                                 The Company shall have performed and complied with all covenants, agreements, obligations and conditions contained in this Agreement that are required to be performed or complied with by the Company on or before the Closing.

 

(c)                                  No government, court, tribunal, arbitrator, administrative agency, commission or other governmental official, authority or instrumentality shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, executive order, decree, injunction, order or other legal restraint (whether temporary, preliminary or permanent) which is in effect and which has the effect of making the sale of the Shares by the Sellers illegal or otherwise prohibiting or preventing consummation of the sale of the Shares by the Sellers.

 

6.                                      Conditions of the Company’s Obligations at Closing.  The obligation of the Company to purchase the Shares is subject to the fulfillment, on or before the Closing, of each of the following conditions, unless otherwise waived:

 

(a)                                 The representations and warranties contained in Section 4 hereof shall be true and correct in all respects as of the Closing.

 

(b)                                 Each Seller shall have performed and complied with all covenants, agreements, obligations and conditions contained in this Agreement that are required to be performed or complied with by each Seller on or before the Closing.

 

(c)                                  No government, court, tribunal, arbitrator, administrative agency, commission or other governmental official, authority or instrumentality shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, executive order, decree, injunction, order or other legal restraint (whether temporary, preliminary or permanent) which is in effect and which has the effect of making the purchase of the Shares by the Company illegal or otherwise prohibiting or preventing consummation of the

 

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