Acquiring Fund Common Shares definition

Acquiring Fund Common Shares shall have the meaning assigned to such term in Section 2(k). (g) "Agreement" shall have the meaning assigned to such term in the preamble. (h) "Closing Date" shall have the meaning assigned to such term in Section 8(a). (i) "Code" means the Internal Revenue Code of 1986, as amended. (j) "Commission" means the Securities and Exchange Commission. (k) "Fund" or "Funds" shall have the meaning assigned to such terms in the preamble. (l) "GAAP" means United States generally accepted accounting principles and practices as in effect from time to time and applied consistently throughout the periods involved. (m) "Indemnified Party" shall have the meaning assigned to such term in Section 13(a). (n) "Indemnitor" shall have the meaning assigned to such term in Section 13(a). (o) "Loss" or "Losses" shall have the meanings assigned to such terms in Section 13(a). (p) "NYSE Amex" means NYSE Amex LLC. (q) "Proxy Statement/Prospectus" shall have the meaning assigned to such term in Section 2(j). (r) "Registration Statement" shall have the meaning assigned to such term in Section 2(j). (s) "Reorganization" shall have the meaning assigned to such term in Section 4(a). (t) "RIC" means a regulated investment company under Section 851 of the Code. (u) "Shareholder Meeting" shall have the meaning assigned to such term in Section 2(j). (v) "Sister Fund" shall have the meaning assigned to such term in the recitals. (w) "Skadden" means Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP. (x) "Target Fund" shall have the meaning assigned to such term in the preamble. (y) "Target Fund Closing Financial Statements" shall have the meaning assigned to such term in Section 3(e). (z) "Target Fund Common Shares" shall have the meaning assigned to such term in Section 3(m). (aa) "Target Fund Investments" means (i) the investments of the Target Fund shown on the schedule of its investments as of the Valuation Date furnished to the Acquiring Fund and (ii) all other assets owned by the Target Fund or liabilities incurred as of the Valuation Date. (bb) "Valuation Date" shall be 4:00 p.m., Eastern Time, on June 16, 2009, or such earlier or later day and time as may be mutually agreed upon in writing by the parties hereto. 2.
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Examples of Acquiring Fund Common Shares in a sentence

  • No fractional Acquiring Fund Common Shares will be distributed to Target Fund shareholders and, in lieu of such fractional shares, shareholders of such Target Fund common shares will receive cash.

  • The aggregate net asset value of Acquiring Fund Common Shares received by the holders of Target Fund common shares in the Reorganization (including any fractional share interests to which such shareholders would be entitled) will equal, as of the Valuation Time (as defined in the Plan), the aggregate net asset value of the Target Fund common shares held by shareholders of the Target Fund as of such time.

  • Based upon and subject to the foregoing, please be advised that it is our opinion that the Acquiring Fund Common Shares, when issued and sold in accordance with the Resolutions and for the consideration described in the Agreement and Plan, will be validly issued, fully paid and nonassessable, except that, as set forth in the Registration Statement, shareholders of the Acquiring Fund may under certain circumstances be held personally liable for its obligations.

  • On the Closing Date, the Target Fund Common Shares and the Target Fund Preferred Shares shall be cancelled on the books of the Target Fund, will be null and void, and shall represent only the right to receive, subject to the terms and conditions of this Agreement, Acquiring Fund Common Shares, Acquiring Fund Preferred Shares and, if not paid prior to the Reorganization, any dividends payable with respect to such Target Fund Common Shares and Target Fund Preferred Shares pursuant to Section 4(c) herein.

  • Pursuant to this Agreement, as soon as practicable after the Closing Date, the Target Fund will distribute (or cause to be distributed) all Acquiring Fund Common Shares and Acquiring Fund Preferred Shares it has received pursuant to the terms of this Agreement to its shareholders pro rata in exchange for their Target Fund Common Shares and Target Fund Preferred Shares.

  • The aggregate tax basis of Acquiring Fund Common Shares received by each stockholder of the Target Fund pursuant to the Reorganization will be equal to the aggregate tax basis of the Target Fund Common Shares exchanged therefor, reduced by any tax basis allocable to a fractional Acquiring Fund Common Share for which cash is received.

  • The stockholders of the Target Fund will recognize no gain or loss upon the exchange of their Target Fund Common Shares solely for Acquiring Fund Common Shares pursuant to the Reorganization (except with respect to cash received in lieu of a fractional Acquiring Fund Common Fund Share).

  • Pursuant to this Agreement, as soon as practicable after the Closing Date, the Target Fund will distribute all Acquiring Fund Common Shares and Acquiring Fund DARTS received by it to its shareholders constructively in exchange for their Target Fund Common Shares and Target Fund Preferred Shares.

  • The holding period of the Acquiring Fund Common Shares to be received by each stockholder of the Target Fund pursuant to the Reorganization will include the period during which the Target Fund Common Shares exchanged therefor were held by such stockholder, provided that such Target Fund Common Shares are held as capital assets on the Closing Date.

  • The aggregate net asset value of Acquiring Fund Common Shares received by each Acquired Fund in a Reorganization will equal, as of the Valuation Time, the aggregate net asset value of Acquired Fund common shares held by shareholders of such Acquired Fund as of such time.

Related to Acquiring Fund Common Shares

  • Additional Common Shares means all common stock (including reissued shares) issued (or deemed to be issued pursuant to Section 2) after the date of the Warrant. Additional Common Shares does not include, however, any common stock issued in a transaction described in Sections 2.1 and 2.2 of the Warrant; any common stock Issued upon conversion of preferred stock outstanding on the date of the Warrant; the Shares; or common stock Issued as incentive or in a nonfinancing transaction to employees, officers, directors, or consultants to the Company.

  • New Common Shares means the common stock or common equity of Reorganized XOG to be issued on the Effective Date.

  • Registered Common Shares means Common Shares that are, as of the date of consummation of a Business Combination, and have continuously been for the 12 months immediately preceding such date, registered under Section 12 of the Exchange Act.

  • Parent Common Shares means the common shares of the Parent;

  • Common Shares means the common shares in the capital of the Corporation;

  • Additional Common Stock herein shall mean in the most broadest sense all shares of Common Stock hereafter issued by the Borrower (including, but not limited to Common Stock held in the treasury of the Borrower and common stock purchasable via derivative security or option on the date of such grant ), except Common Stock issued upon the conversion of any of this Convertible Note or Warrant.

  • Company Securities means (i) the Common Stock, (ii) securities convertible into or exchangeable for Common Stock and (iii) any options, warrants or other rights to acquire Common Stock.

  • Common Share Equivalent shall have the meaning ascribed to it in Section 11(a)(iii) hereof.

  • Common Share Equivalents means any securities of the Company or the Subsidiaries which would entitle the holder thereof to acquire at any time Common Shares, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Shares.

  • Company Ordinary Shares means the shares of par value $1.00 each in the Company.

  • A Shares means a participating share of no par value in the capital of the Fund, denominated in US Dollars;

  • Company Shares means the common shares in the capital of the Company;

  • Newco Shares means the common shares in the capital of Newco;

  • Common Share means one share of the common stock of the Company.

  • Ordinary Shareholder means a holder of ordinary shares;

  • Amalco Common Shares means common shares in the capital of Amalco;

  • Ordinary Share Equivalents means any securities of the Company or the Subsidiaries which would entitle the holder thereof to acquire at any time Ordinary Shares or ADSs, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Ordinary Shares or ADSs.

  • Company Share means one share of common stock of the Company, $0.01 par value per share.

  • Unvested Company Option means any Company Option that is not a Vested Company Option.

  • New Common Stock means shares of Common Stock and/or securities convertible into, and/or other rights exercisable for, Common Stock, which are offered or sold in a New Transaction.

  • Class A Common Shares means shares of the Class A Common Stock, par value $.01 per share, of the Company.

  • voting equity securities means equity securities having voting power for the election of directors, whether at all times or only so long as no senior class of security has such voting power by reason of any contingency.

  • Merger Sub Common Stock means the common stock, par value $0.01 per share, of Merger Sub.

  • Unvested Option means an Option in respect of which the relevant Vesting Conditions have not been satisfied and as such, the Option Grantee has not become eligible to exercise the Option.

  • B Shares means a participating share of no par value in the capital of the Fund, denominated in Euro(s);

  • Additional Shares of Common Stock means all shares of Common Stock issued (or, pursuant to Subsection 4.4.3 below, deemed to be issued) by the Corporation after the Series B Original Issue Date, other than (1) the following shares of Common Stock and (2) shares of Common Stock deemed issued pursuant to the following Options and Convertible Securities (clauses (1) and (2), collectively, “Exempted Securities”):