Interest in Shares. As of the Agreement Date, neither Parent nor Purchaser is an “interested stockholder” of the Company under Section 203(c) of the DGCL.
Interest in Shares. Neither Parent, Holdings, Purchaser, Merger Sub nor any of their respective “affiliates” or “associates” (as defined in Section 203 of the DGCL) is, nor at any time during the past three years has been, an “interested stockholder” of the Company as defined in Section 203 of the DGCL. Parent does not, directly or indirectly, own, and at all times for the past three years, has not owned, beneficially or otherwise, in excess of 1% of the Shares.
Interest in Shares. The principal amount of this Note outstanding shall accrue interest from the date of this Note at a rate of 10.0% per annum (computed on the basis of a year of 365 days for the actual number of days elapsed). Subject to the Authorized Share Cap, the Company shall pay interest in validly issued, fully paid and non-assessable shares of Common Stock, calculated based on the 10-day VWAP ending on the Trading Day immediately prior to the applicable payment date (the “Interest Shares”). Accrued interest on this Note shall be due and payable upon the Maturity Date unless earlier converted or paid.
Interest in Shares. The Company is the record owner of the Shares and, subject to satisfaction of the conditions set forth in Section 4.1 hereof, has the power to transfer its right, title and interest in the Shares to Purchaser.
Interest in Shares. References in this Agreement to an interest in Ordinary Shares shall include any interest within the meaning given to such term in Section 208 of the Companies Xxx 0000 (ignoring for these purposes the provisions of Section 209 thereof).
Interest in Shares. The Common Shares represented by the certificates held in custody for such Selling Stockholder under the Custody Agreement and Power of Attorney are subject to the interests of the Underwriters hereunder; the appointment by such Selling Stockholder of the Attorney-in-Fact by the Custody Agreement and the Power of Attorney is irrevocable to the extent set forth in the Custody Agreement and the Power of Attorney; the obligations of such Selling Stockholder hereunder shall not be terminated by operation of law, whether by the death or incapacity of any individual Selling Stockholder or, in the case of an estate or trust, by the death or incapacity of any executor or trustee or the termination of such estate or trust, or in the case of a partnership, limited liability company or corporation, by the dissolution of such partnership, limited liability company or corporation, or by the occurrence of any other event; if any individual Selling Stockholder or any such executor or trustee should die or become incapacitated, or if any such estate or trust should be terminated, or if any such partnership, limited liability company or corporation should be dissolved, or if any other such event should occur, before the delivery of the certificates representing the Common Shares shall be delivered by or on behalf of the Selling Stockholders in accordance with the terms and conditions of this Agreement and the Custody Agreement and the Power of Attorney; and actions taken by the Attorney-in-Fact pursuant to any Custody Agreement and Power of Attorney shall be as valid as if such death, incapacity, termination, dissolution or other event had not occurred, regardless of whether or not the Custodian, the Attorney-in-Fact, or any of them, shall have received notice of such death, incapacity, termination, dissolution or other event.
Interest in Shares. Pursuant to Part 22 of the Companies Act, we are empowered by notice in writing to any person whom we know or have reasonable cause to believe to be interested in our shares, or at any time during the three years immediately preceding the date on which the notice is issued has been so interested, within a reasonable time to disclose to us particulars of that person’s interest and, so far as is within his or her knowledge, particulars of any other interest that subsists or subsisted in those shares. Under our articles of association, if a person defaults in supplying us with the required particulars in relation to the shares in question, or default shares within the prescribed period, our board of directors may by notice direct that: • the relevant shareholder shall not be entitled in respect of the default shares to be present or vote, either in person or by proxy, at any general meeting or separate meeting of the holders of a class of shares or upon any poll or to exercise any other right conferred by the membership in relation to any such meeting; • where the default shares represent at least 0.25% of their class, (a) any dividend or other money payable in respect of the default shares shall be retained by us without liability to pay interest, and/or (b) no transfers by the relevant shareholder of any default shares may be registered, unless the shareholder himself or herself is not in default and the shareholder proves to the satisfaction of the board of directors that no person in default as regards to supplying such information is interested in any of the default shares; and/or • any shares held by the relevant shareholder in uncertificated form shall be converted into certificated form. Key Provisions of Our Articles of Association The following is a summary of certain key provisions of our articles of association, which were adopted by a special resolution of our shareholders passed in June 2018. Please note that this is only a summary and is not intended to be exhaustive. For further information please refer to the full version of our articles of association, which is included as an exhibit to the registration statement of which this prospectus forms a part. The articles of association contain no specific restrictions on our purpose and therefore, by virtue of section 31(1) of the Companies Act, our purpose is unrestricted. The articles of association contain, among other things, provisions to the following effect: Share Capital Our share capital c...
Interest in Shares. Neither Parent nor any of Parent’s Affiliates directly or indirectly owns, and at all times since October 4, 2019, neither Parent nor any of Parent’s controlled Affiliates has owned, beneficially or otherwise, any shares of the Company’s capital stock or any securities, contracts or obligations convertible into or exercisable or exchangeable for shares of the Company’s capital stock. Neither Parent nor Purchaser has enacted or will enact a plan that complies with Rule 10b5-1 under the Exchange Act covering the purchase of any of the shares of the Company’s capital stock. As of the Agreement Date, neither Parent nor Purchaser is an “interested stockholder” of the Company under Section 203(c) of the DGCL.
Interest in Shares. The principal amount of this Note outstanding shall accrue interest from the date of this Note at a rate of 10.0% per annum (computed on the basis of a year of 365 days for the actual number of days elapsed). Subject to the Authorized Share Cap, the Company shall pay interest in validly issued, fully paid and non-assessable shares of Common Stock (the “Interest Shares”). If (x) the 10-day VWAP ending on the Trading Day immediately prior to the applicable payment date is greater than or equal to the Nasdaq Minimum Price or (y) the Company has received Nasdaq Stockholder Approval, the number of Interest Shares to be issued shall be calculated based on the 10-Day VWAP; otherwise, the number of Interest Shares to be issued shall be based on the Nasdaq Minimum Price. Accrued interest on this Note shall be due and payable upon the Maturity Date unless earlier converted or paid.
Interest in Shares. The Investment Adviser shall not take, and shall not permit any of its partners, officers or employees to take, a long or short position in the Shares representing interests in the Portfolio, except for the purchase of Shares representing interests in the Portfolio for investment purposes at the same price as that available to the public at the time of purchase.
