Tendering Shares Sample Clauses

Tendering Shares. The Shareholder agrees (a) to tender the Shares into the Offer (the “Tendered Shares”) promptly, and in any event no later than five business days following the commencement of the Offer pursuant to the Merger Agreement, free and clear of any liens, claims, options, rights of first refusal, co-sale rights, charges or other encumbrances (collectively, “Liens”), except in the case of restricted shares held by the Shareholder, which restricted shares are subject to the restrictions and encumbrances pursuant to the terms of the restricted share award and (b) not to withdraw any Tendered Shares so tendered unless (i) the Offer is terminated or has terminated without Parent purchasing all Common Shares validly tendered in the Offer or (ii) this Agreement is terminated pursuant to Section 9.13. The Shareholder shall make such tender of the Tendered Shares into the Offer pursuant to the terms and conditions of the Offer in accordance with the Offer Documents.
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Tendering Shares. In the event of a tender offer described in this section, the Trustee, the Company or The Timken Company shall cause to be sent to each Participant and Beneficiary who at any time during the effective period of the tender offer has any Company Stock credited to his or her Account ("affected Participants and Beneficiaries") all information pertinent to such tender offer, including all the terms and conditions thereof, together with written material pursuant to which the affected Participant and Beneficiary may direct the Trustee to tender or sell pursuant to the tender offer all or part of the Company Stock credited to his or her account. Affected Participants and Beneficiaries also shall have the right, to the extent the terms of the tender offer so permit, to direct the withdrawal of such shares from the tender. If valid and timely directions to tender or sell are not received, the Participant's or Beneficiary's lack of valid or timely direction shall be taken as a direction not to tender or sell such shares. If, in the course of a tender offer described in this section, an issue shall arise on which affected Participants and Beneficiaries are required to have an opportunity to alter their circumstances, the Trustee, the Company or The Timken Company shall solicit the directions of such affected Participants and Beneficiaries with respect to each such issue and act in response to such direction. The Trustee shall adopt a deadline, after which directions to tender (or to withdraw from tender) Company Stock will not be accepted, sufficiently in advance of any applicable deadline under the terms of the tender offer to allow the Trustee to implement directions received from Participants and Beneficiaries.
Sample 1
Tendering Shares. If you wish to accept the Offer and:
Sample 1
Tendering Shares. If you wish to accept the Offer and: • you are a record holder (i.e., a stock certificate has been issued to you and registered in your name), you must complete and sign the enclosed Letter of Transmittal and send it with your stock certificate to the Depositary or follow the procedures described in this Offer to Purchase and the enclosed Letter of Transmittal for book-entry transfer. These materials must reach the Depositary before the Offer expires. Detailed instructions are contained in the Letter of Transmittal and in Section 3 — “Procedures for Accepting the Offer and Tendering Shares” in this Offer to Purchase. • If you are a record holder but your stock certificate is not available or you cannot deliver your stock certificate to the Depositary before the Offer expires, you may be able to tender your Shares using the enclosed Notice of Guaranteed Delivery. • If you hold your Shares through a broker or bank, you should contact your broker or bank and give instructions that your Shares be tendered.
Sample 1

Related to Tendering Shares

  • 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.

  • Shares The term “

  • Common Shares 4 Company...................................................................................... 4

  • Option Shares In addition, upon the basis of the warranties and representations and other terms and conditions herein set forth, at the purchase price per share set forth in Section 1(a), the Company hereby grants an option to the Underwriters, acting severally and not jointly, to purchase the Option Shares in proportion to the number of Initial Shares set forth opposite the names of the Underwriters in Schedule I hereto, plus any additional number of Option Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10. The option hereby granted will expire 30 days after the date hereof and may be exercised in whole or in part from time to time (but not more than twice) only for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial Shares upon notice by the Representatives to the Company setting forth the number of Option Shares as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Shares. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the Representatives, but shall not be later than three full business days (or earlier, without the consent of the Company, than two full business days) after the exercise of said option, nor in any event prior to the Closing Date, as hereinafter defined. If the option is exercised as to all or any portion of the Option Shares, the Company will sell to each Underwriter the proportion of the total number of Option Shares then being purchased which the number of Initial Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Initial Shares, and each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Shares then being purchased which the number of Initial Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Initial Shares, subject in each case to such adjustments among the Underwriters as the Representatives in their sole discretion shall make to eliminate any sales or purchases of fractional shares. The Underwriters may from time to time increase or decrease the public offering price of the Option Shares after the initial public offering to such extent as the Underwriters may determine.

  • Preferred Shares The Preferred Shares have been duly and validly authorized, and, when issued and delivered pursuant to this Agreement, such Preferred Shares will be duly and validly issued and fully paid and non-assessable, will not be issued in violation of any preemptive rights, and will rank pari passu with or senior to all other series or classes of Preferred Stock, whether or not issued or outstanding, with respect to the payment of dividends and the distribution of assets in the event of any dissolution, liquidation or winding up of the Company.

  • Settlement Shares (a) With respect to any Settlement Date other than the Final Date, the number of Shares designated as such by Counterparty in the relevant Settlement Notice or designated by Dealer pursuant to the “Termination Settlement” provisions of Paragraph 7(g) below, as applicable; provided that the Settlement Shares so designated shall (i) not exceed the Number of Shares at that time and (ii) in the case of a designation by Counterparty, be at least equal to the lesser of 100,000 and the Number of Shares at that time, in each case with the Number of Shares determined taking into account pending Settlement Shares; and

  • Class B Shares As of December 1, 2009, Class B shares of the Virtus Mutual Funds are no longer available for purchase by new or existing shareholders, except for the reinvestment of dividends or capital gains distributions into existing Class B share accounts, and for exchanges from existing Class B share accounts to other Virtus Mutual Funds with Class B shares.

  • 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.

  • Reserved Shares The number of Shares, if any, to be reserved for sale by each Soliciting Dealer may be decided by the mutual agreement, from time to time, of the Dealer Manager and the Company. The Dealer Manager reserves the right to notify Soliciting Dealer by United States mail or by other means of the number of Shares reserved for sale by Soliciting Dealer, if any. Such Shares will be reserved for sale by Soliciting Dealer until the time specified in the Dealer Manager’s notification to Soliciting Dealer. Sales of any reserved Shares after the time specified in the notification to Soliciting Dealer or any requests for additional Shares will be subject to rejection in whole or in part.

  • Delivery of Option Shares The Company shall deliver a certificate for the Option Shares to the Employee as soon as practicable after payment therefor.

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