5% Shares definition

5% Shares means Shares held by a 5% Shareholder and Shares the Voting Rights of which are attributed to a 5% Shareholder pursuant to the definition of 5% Shareholder;
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Examples of 5% Shares in a sentence

  • Notwithstanding the foregoing, the Option may not be exercised at any one time as to fewer than five (5) Shares or, if less, such number of Shares as to which the Option is then exercisable.

  • The Category 5 Shares deliverable pursuant to Section 1.2 when issued and delivered as herein provided, will be validly issued and outstanding shares of Category 5 Common Stock, fully paid and non-assessable, free and clear of all liens, encumbrances, restrictions and claims of every kind.

  • For example, if the Total Company Value at the time of the Trigger Event is $58,000,000 and the maximum number of 5% Shares is 3,333 (assuming, for purposes of this example only, a maximum of 5,000 Performance Vesting Shares) then the number of 5% Shares which shall become vested is 1333 (8,000,000 divided by 20,000,000 x 3,333 = 1333).

  • Each Seller understands that the Category 5 Shares it is purchasing are characterized as "restricted securities" under the United States securities laws inasmuch as they are being acquired from Category 5 in a transaction not involving a public offering and that under such laws and applicable regulations such securities may be resold without registration under the Securities Act of 1933, as amended (the "Act"), only in certain limited circumstances.

  • As of the date of issuance of this ADR, each ADS represents the right to receive five (5) Shares deposited under the Deposit Agreement (as hereinafter defined) with the Custodian, which at the date of issuance of this ADR is Citibank, N.A. (London) (the “Custodian”).

  • At the date hereof, each American Depositary Share represents five (5) Shares deposited or subject to deposit under the Deposit Agreement (as such term is hereinafter defined) at the Hong Kong office of The Hongkong and Shanghai Banking Corporation Limited (herein called the “Custodian”).

  • Except as otherwise indicated in the Prospectus, additional investments may be made in minimal increments of at least five (5) Shares.

  • Seller now has and at the Closing Date will have good and marketable title to the Shares to be sold by the Seller, free and clear of any liens, encumbrances, equities and claims, and full right, power and authority to effect the sale and delivery of such 5 Shares; and upon the delivery of, against payment for, the Shares pursuant to this Agreement, the Purchaser will acquire good and marketable title thereto, free and clear of any liens, encumbrances equities and claims.

  • The certificates evidencing the Category 5 Shares shall bear the following legend and any legends required by any state securities laws: "THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS.

  • Except as set forth in Schedule 4.7 hereto or in which an adverse outcome would not have a Material Adverse Effect, no litigation or proceeding is pending or, to the knowledge of Category 5, threatened by or against Category 5, its assets or the Category 5 Shares before any court or any government agency, and, to the best knowledge of Category 5, no facts exist which might form the basis for any such litigation or proceeding.