Continuing Shares Sample Clauses

Continuing Shares. (a) The Continuing Shareholder acknowledges and agrees that the Continuing Shareholder’s Continuing Shares shall constitute and be treated as “Continuing Shares” for purposes of the Merger Agreement and this Agreement. To the extent any of the Continuing Shareholder’s Continuing Shares are represented by ADSs, the Continuing Shareholder shall withdraw such Continuing Shares represented by ADSs pursuant to the Deposit Agreement prior to the Effective Time and Merger Sub shall pay or promptly reimburse the Continuing Shareholder for any fees charged by the Depositary in connection with such withdrawal.
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Continuing Shares. For each Continuing Shareholder identified on Annex 3.4 hereto, the number of Shares which shall be converted into Continuing Shares (such shareholder’s “Conversion Shares”) shall be a number equal to (i) the aggregate value set forth opposite such Continuing Shareholder’s name on Annex 3.4 hereto divided by (ii) the Per Share Amount. Notwithstanding Section 3.4(a) above, each Conversion Share issued and outstanding immediately prior to the Effective Time shall be converted into the right to receive from the Surviving Corporation an amount equal to the Per Share Amount payable in the form of the Per Share Exchanged Securities for such Conversion Share.
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Continuing Shares. Notwithstanding the provisions of Section 2.1(c), in connection with the Merger, each holder of Shares of Common Stock shall have the right to elect to have any or all Shares held by such holder to remain outstanding (any Shares which so remain outstanding are herein referred to as "Continuing Shares") and not be converted into the right to receive the Cash Merger Consideration (subject to the upward or downward adjustment referred to below in this Section 2.1(d)). Such election may be exercised by a holder of Shares completing and returning to the Company by 5:00 P.M., New York City time, on the last business day preceding the date of the Special Meeting, a form of Continuing Share Election (the "Continuing Share Election") which shall be mailed to holders together with the Proxy Statement and proxy. Each holder of Shares (other than holders of Shares to be canceled as set forth in Section 2.1(b) and Dissenting Shareholders) shall have the right to specify in the Continuing Share Election (i) the number of Shares owned by such holder that such holder desires to have converted into the right to receive the Cash Merger Consideration and (ii) the number of Shares owned by such holder that such holder desires to remain outstanding as Continuing Shares and not be converted into the right to receive the Cash Merger Consideration. If holders of Shares elect in the aggregate to retain Continuing Shares in excess of the Maximum Continuing Number (as hereinafter defined), then the number of Continuing Shares to be owned by all such electing holders will be prorated based on the number of Continuing Shares each shareholder that made a Continuing Share Election elected to retain (with fractional Shares rounded down to the next whole number) so that only the Maximum Continuing Number of Shares shall remain as Continuing Shares. With respect to Shares as to which Continuing Share Elections are made but with respect to which no Continuing Shares will be issued by reason of the preceding sentence, such Continuing Share Elections shall be deemed revoked and relinquished and such Shares shall be converted into the right to receive the Cash Merger Consideration. If holders of Shares elect in the aggregate to retain less than the Minimum Continuing Number (as hereinafter defined) of Shares, then (i) each shareholder that made a Continuing Share Election shall retain the number of Continuing Shares set forth in such election and (ii) each shareholder (whether or not such shar...
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Continuing Shares. Notwithstanding the provisions of Section 2.1(c), in connection with the Merger, each holder of Shares of Common Stock shall have the right to elect to have any or all Shares held by such holder to remain outstanding (any Shares which so remain outstanding are herein referred to as
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Continuing Shares. Upon consummation of the Merger, each Continuing Share, including those shares issued pursuant to the exercise of the Company Stock Options listed on Pages 2 and 3 of EXHIBIT A under the caption "Continuing Shares" or each Preferred Share will become the right to receive (i) that portion of the Merger Consideration consisting of the Tax Savings, (ii) its pro rata share of the aggregate Exercise Proceeds and the aggregate Shareholder Debt LESS its pro rata share of the Transaction Expenses and (iii) one share of Common Stock of the Surviving Corporation (a "Surviving Share"). All such Surviving Shares will be registered on the stock transfer books of the Surviving Corporation.
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Continuing Shares. Subsection (f)(iii) of Section 18 of the ----------------- Employment Agreement is amended to read in its entirety as follows:
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Continuing Shares. 1 Schedules......................................................................5 SEC............................................................................8
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Related to Continuing Shares

  • Consideration Shares The Consideration Shares, when issued in accordance with the terms and conditions of this Agreement, will be fully paid and non-assessable.

  • Initial Shares The Shares to be purchased by each Underwriter hereunder, in definitive form, and in such authorized denominations and registered in such names as the Representative may request upon at least forty-eight hours’ prior notice to the Company, shall be delivered by or on behalf of the Company to the Representative, including, at the option of the Representative, through the facilities of The Depository Trust Company (“DTC”) for the account of such Underwriter, against payment by or on behalf of such Underwriter of the purchase price therefor by wire transfer of Federal (same-day) funds to the account specified to the Representative by the Company upon at least forty-eight hours’ prior notice. The Company will cause the certificates representing the Initial Shares to be made available for checking and packaging at least twenty-four hours prior to the Closing Time (as defined below) with respect thereto at the office of the Representative, 0000 00xx Xxxxxx Xxxxx, Xxxxxxxxx, Xxxxxxxx 00000, or at the office of DTC or its designated custodian, as the case may be (the “Designated Office”). The time and date of such delivery and payment shall be 9:30 a.m., New York City time, on the third (fourth, if pricing occurs after 4:30 p.m., New York City time) business day after the date hereof (unless another time and date shall be agreed to by the Representative and the Company). The time at which such payment and delivery are actually made is hereinafter sometimes called the “Closing Time” and the date of delivery of both Initial Shares and Option Shares is hereinafter sometimes called the “Date of Delivery.”

  • Additional Shares Neither the Company nor any company controlling, controlled by or under common control with the Company shall issue additional Shares, rights to subscribe for Shares, securities convertible into or exchangeable for Shares or rights to subscribe for any such securities or shall deposit any Shares under this Deposit Agreement, except under circumstances complying in all respects with the Securities Act of 1933. The Depositary will use reasonable efforts to comply with written instructions of the Company not to accept for deposit hereunder any Shares identified in such instructions at such times and under such circumstances as may reasonably be specified in such instructions in order to facilitate the Company's compliance with securities laws in the United States.

  • 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.

  • Excluded Shares Notwithstanding anything herein to the contrary, the Exercise Price shall not be adjusted pursuant to this Section 9.2 by virtue of the issuance and/or sale of Excluded Shares, which shall mean the following: (a) Shares issuable upon the exercise of the Warrants; (b) Shares, Options or Convertible Securities to be issued and/or sold to employees, advisors (including, without limitation, financial, technical and legal advisers), directors, or officers of, or consultants to, the Company or any of its subsidiaries pursuant to a share grant, share option plan, share purchase plan, pension or profit sharing plan or other share agreement or arrangement existing as of the date hereof or approved by the Company's Board of Directors (if any, otherwise by the Managers); (c) the issuance of Shares, Options and/or Convertible Securities pursuant to Options and Convertible Securities outstanding as of the date of this Warrant; (d) the issuance of Shares, Options or Convertible Securities as a share dividend or upon any subdivision or combination of Shares or Convertible Securities; (e) the issuance of Shares, Options or Convertible Securities in connection with strategic partnerships or other business and/or product consolidations or joint ventures and (f) the issuance of Shares, Options or Convertible Securities by the Company in connection with a contemplated equity financing currently in progress as of the date hereof. For all purposes of this Section 9.2, all Shares of Excluded Shares shall be deemed to have been issued for an amount of consideration per Share equal to the initial Exercise Price (subject to adjustment in the manner set forth in Section 9.1). In addition, if the amount of any adjustment pursuant to this Section 9 shall be less than two cents (24) per Warrant Share no adjustment to the Exercise Price or to the number of Warrant Shares issuable upon the exercise of the Warrants shall be made; provided,

  • CONDITIONS TO THE INVESTOR’S OBLIGATION TO PURCHASE SHARES OF COMMON STOCK The obligation of the Investor to buy Purchase Shares under this Agreement is subject to the satisfaction of each of the following conditions on or prior to the Commencement Date and, once such conditions have been initially satisfied, there shall not be any ongoing obligation to satisfy such conditions after the Commencement has occurred:

  • Company Shares If the managing underwriter has not limited the number of Registrable Securities to be underwritten, the Company may include securities for its own account or for the account of others in such registration if the managing underwriter so agrees and if the number of Registrable Securities which would otherwise have been included in such registration and underwriting will not thereby be limited.

  • Commitment Shares In consideration for the Investor’s execution and delivery of this Agreement, the Company shall issue the Commitment Shares to the Investor or its designee (in which case such designee name shall have been provided by the Investor to the Company in writing prior to the Closing Date) on the Commitment Shares Determination Date, which issuance shall be evidenced by one or more book-entry statement(s) reflecting the Commitment Shares in the name of the Investor or its designee. Such book-entry statement(s) shall be delivered to the Investor by overnight courier at its address set forth in Section 10.4. For the avoidance of doubt, all of the Commitment Shares shall be fully earned by the Investor and shall be non-refundable as of the Closing Date, regardless of whether any Purchases are made or settled hereunder or any subsequent termination of this Agreement. Upon issuance pursuant to this Section 10.1(ii), the Commitment Shares shall constitute “restricted securities” as such term is defined in Rule 144(a)(3) under the Securities Act and, subject to the provisions of Section 10.1(iii), the book-entry statement(s) reflecting the Commitment Shares shall bear the restrictive legend set forth below in Section 10.1(iii). The Commitment Shares shall constitute Registrable Securities and shall be included in the Initial Registration Statement and any post-effective amendment thereto, and the Prospectus included therein, and, if necessary to register the resale thereof by the Investor under the Securities Act, in any New Registration Statement and any post-effective amendment thereto, and the Prospectus included therein, in each case in accordance with this Agreement and the Registration Rights Agreement.

  • Commission Shares other than Omnibus Shares (a) Commission Shares that are not Omnibus Shares (“Non-Omnibus Commission Shares”) attributed to the Distributor shall be those Non-Omnibus Commission Shares (i) the Date of Original Issuance of which occurred on or after the Inception Date of the applicable Fund and on or prior to the date the Distributor ceased to be exclusive distributor of Class C shares of the Fund and (ii) that are subject to a CDSC (without regard to any conditions for waivers thereof).

  • Default Not Exceeding 10% of Firm Shares or Option Shares If any Underwriter or Underwriters shall default in its or their obligations to purchase the Firm Shares or the Option Shares, if the Over-allotment Option is exercised hereunder, and if the number of the Firm Shares or Option Shares with respect to which such default relates does not exceed in the aggregate 10% of the number of Firm Shares or Option Shares that all Underwriters have agreed to purchase hereunder, then such Firm Shares or Option Shares to which the default relates shall be purchased by the non-defaulting Underwriters in proportion to their respective commitments hereunder.

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