Charge over Shares Sample Clauses

Charge over Shares. Within 30 days after the Closing Date (or such later date as the Administrative Agent may agree in its discretion), the Administrative Agent shall receive (i) from the direct parent of Acquisition Co. a duly executed copy of the Charge over Shares (including evidence that the process agent specified in the Charge over Shares has accepted its appointment in relation to the direct parent of Acquisition Co.), (ii) from Linklaters LLP, English legal counsel to the Arrangers, an opinion regarding enforceability of the Charge over Shares under English law in form and substance reasonably satisfactory to the Administrative Agent and (iii) from Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, New York legal counsel to the Loan Parties, an opinion regarding due authorization, authority and capacity of the direct parent of Acquisition Co. in respect of the Charge over Shares under New York law in form and substance reasonably satisfactory to the Administrative Agent.
Charge over Shares. Duly executed originals of the Charge Over Shares, dated as of the Effective Date, and all instruments, documents, and agreements executed pursuant thereto. (See SCHEDULE 1 (6b))
Charge over Shares. The parties hereby confirm and agree that the rights and remedies of the Administrative Agent, and the obligations of the Borrower, set forth in the Charge Over Shares dated the date hereof (the "Charge") between the Borrower and the Administrative Agent, shall be in addition to, and not in any way in limitation of, the rights and remedies of the Administrative Agent, or the obligations of the Borrower, under this Agreement. For purposes of the definition of the term "Pledge Agreement" in the Credit Agreement and for purposes of all references to the Pledge Agreement therein the Credit Agreement or the other Credit Documents, the Charge shall be deemed to be a part of this Agreement.
Charge over Shares. Each Lender and the Agent hereby undertake and covenant in favor of each other to perform the obligations and duties expressed to be performed by it or them in Clause 24 of the Charge over Shares in the manner contemplated therein as if such obligations of duties were set out herein in full mutatis mutandis, and each Lender and the Agent hereby acknowledge and agree in favor of each other that the various rights and entitlements set out in the Charge over Shares are owed to each other in the terms set out in the Charge over Shares and, as such, are enforceable against each other party.
Charge over Shares. In Ryder Systems Ltd duly executed by Ryder Systems Ltd (the "Ryder Charge Over Shares").

Related to Charge over Shares

  • Rights as Shareholders; Stock Transfers At the Effective Time, all shares of Company Common Stock, when converted in accordance with Section 2.01(c) above, shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist, and each Certificate previously evidencing such shares shall thereafter represent only the right to receive for each such share of Company Common Stock, the Merger Consideration (and any cash in lieu of shares of Buyer Common Stock as set forth in Section 2.03) in accordance with this Article 2 (subject to the provisions of Section 2.06). At the Effective Time, the non-dissenting holders of Company Common Stock shall cease to be, and shall have no rights as, shareholders of Company, other than the right to receive the Merger Consideration (and any cash in lieu of shares of Buyer Common Stock as set forth exclusively in Section 2.03) in accordance with this Article 2. After the Effective Time, there shall be no registration of transfers on the stock transfer books of Company of shares of Company Common Stock.

  • Rights as Shareholders No holder of this Warrant, as such, shall be entitled to vote or receive dividends or be deemed the holder of Common Stock, nor shall anything contained herein be construed to confer upon the holder of this Warrant, as such, any of the rights of a shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to shareholders at any meeting thereof, or to receive notice of meetings, or to receive dividends or subscription rights or otherwise until this Warrant shall have been exercised and the shares of Common Stock purchasable upon the exercise hereof shall have become deliverable, as provided herein. However, nothing in this Section 9 shall limit the right of the Warrantholder to be provided the notices required under this Warrant.

  • Rights as Stockholders; Stock Transfers At the Effective Time, holders of Company Common Stock shall cease to be, and shall have no rights as, stockholders of the Company, other than the right to receive any dividend or other distribution with respect to such Company Common Stock with a record date occurring prior to the Effective Time and the consideration provided under this Article III. After the Effective Time, there shall be no transfers on the stock transfer books of the Company or the Surviving Corporation of shares of Company Common Stock.

  • Parent Shares All of the Parent Shares issuable in exchange for Shares in the Merger in accordance with this Agreement have been duly authorized and will be, when so issued, validly issued, fully paid and non-assessable and free of preemptive rights. The issuance of such Parent Shares will be registered under the Securities Act and registered or exempt from registration under applicable state securities laws.

  • Founder Shares In April 2021, the Company issued to CCIF Global LLC, a Delaware limited liability company (the “Sponsor”), an aggregate of 4,312,500 Class B ordinary shares of the Company, par value $0.0001 per share, for an aggregate purchase price of $25,000 (the “Founder Shares,” and together with the Class A Shares, collectively, the “Ordinary Shares”), in a private placement exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the purchase of Founder Shares. Except as described in the Registration Statement, none of the Founder Shares may be sold, assigned or transferred by the Sponsor until the earlier of (a) one year following the consummation of the Business Combination, (b) following the consummation of the Business Combination, the last sale price of the Class A Shares equals or exceeds $12.00 per share (as adjusted for share subdivisions, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination, and (c) the date following the consummation of the Business Combination on which the Company consummates a liquidation, merger, stock exchange or similar transaction which results in all of the Company’s public shareholders having the right to exchange their Ordinary Shares for cash, securities, or other property. The Founder Shares shall be subject to restrictions on transfer as set forth in the Insider Letters (as defined below). The holders of Founder Shares shall have no right to any liquidating distributions with respect to any portion of the Founder Shares in the event the Company fails to consummate the Business Combination. The holders of the Founder Shares shall not have redemption rights with respect to the Founder Shares. In the event that the Over-allotment Option is not exercised in full, the Sponsor will be required to forfeit such number of Founder Shares such that the Founder Shares then outstanding will comprise 20% of the issued and outstanding Ordinary Shares (but not including any Private Placement Securities (as defined below)) after giving effect to the Offering and exercise, if any, of the Over-allotment Option. The Founder Shares will automatically convert into Class A Shares concurrently with the consummation of the Business Combination on a one-for-one basis, subject to adjustment as described in the Prospectus.

  • Class B Shares In consideration of the Purchaser’s agreement to purchase Forward Purchase Units, the Sponsor shall transfer to the Purchaser the number of Class B Shares set forth on the signature page to this Agreement next to the line item “Class B Shares Transfer Amount,” which shall be calculated in accordance with the definition of Class B Shares Transfer Amount set forth on the signature page to this Agreement. The Class B Shares received by the Purchaser hereunder are subject to forfeiture in accordance with Section 6(b) hereof. The transfer of the Class B Shares (the “Class B Share Transfer”) to the Purchaser shall take place concurrently with the execution of this Agreement.

  • Rights of Initial Stockholders in Escrow Shares 4.1 VOTING RIGHTS AS A STOCKHOLDER. Subject to the terms of the Insider Letter described in Section 4.4 hereof and except as herein provided, the Initial Stockholders shall retain all of their rights as stockholders of the Company during the Escrow Period, including, without limitation, the right to vote such shares.

  • Legend on Share Certificates Each certificate representing any Shares issued after the date hereof shall be endorsed by the Company with a legend reading substantially as follows: “THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER ANY OTHER APPLICABLE SECURITIES LAWS. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER THE ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED OR UNLESS SOLD PURSUANT TO RULE 144 OF THE ACT.” The Company, by its execution of this Agreement, agrees that it will cause the certificates evidencing the Shares issued after the date hereof to bear the legend required by this Section 8.3 of this Agreement, and it shall supply, free of charge, a copy of this Agreement to any holder of a certificate evidencing the Shares upon written request from such holder to the Company at its principal office. The Parties to this Agreement do hereby agree that the failure to cause the certificates evidencing the Shares to bear the legend required by this Section 8.3 herein and/or the failure of the Company to supply, free of charge, a copy of this Agreement as provided hereunder shall not affect the validity or enforcement of this Agreement.

  • Dividends; Rights as Stockholder Cash dividends on shares of Common Stock issuable hereunder shall be credited to a dividend book entry account on behalf of the Participant with respect to each RSU granted to the Participant, provided that such cash dividends shall not be deemed to be reinvested in shares of Common Stock and shall be held uninvested and without interest and paid in cash at the same time that the shares of Common Stock underlying the RSUs are delivered to the Participant in accordance with the provisions hereof. Stock dividends on shares of Common Stock shall be credited to a dividend book entry account on behalf of the Participant with respect to each RSU granted to the Participant, provided that such stock dividends shall be paid in shares of Common Stock at the same time that the shares of Common Stock underlying the RSUs are delivered to the Participant in accordance with the provisions hereof. Except as otherwise provided herein, the Participant shall have no rights as a stockholder with respect to any shares of Common Stock covered by any RSU unless and until the Participant has become the holder of record of such shares.