ASSAC Exchange Shares definition

ASSAC Exchange Shares means the collective reference to: (a) the 57,000 newly issued ASSAC Series A Preferred Shares to be issued to Amalphis in exchange for 57,000 Amalphis Exchange Shares; and (b) up to 144,000 additional newly issued shares of ASSAC Series A Preferred Shares to be issued to the Additional Amalphis Shareholders solely in exchange for any and all Amalphis Exchange Shares owned by them on the Closing Date, including, without limitation, (i) 106,000 newly issued ASSAC Series A Preferred Shares that may be issued to the Wimbledon Financing Fund in exchange for 106,000 Amalphis Exchange Shares and (ii) 8,000 newly issued ASSAC Series A Preferred Shares that may be issued to the Wimbledon Real Estate Fund in exchange for 8,000 Amalphis Exchange Shares.
Sample 1

Examples of ASSAC Exchange Shares in a sentence

  • Amalphis agrees that all certificates evidencing ASSAC Exchange Shares to be issued in connection with the Agreement and other transactions contemplated hereby shall contain the imprinting, so long as required by law, of a legend on certificates representing such ASSAC Exchange Shares to the following effect: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE.

  • The ASSAC Exchange Shares to be acquired by Amalphis are being issued pursuant to an exemption from the registration requirements of the Securities Act and are being acquired for the account of such Persons with no intention of distributing or reselling such securities or any part thereof in any transaction that would be in violation of the registration requirements of the Securities Act and applicable state securities laws.

  • Until registered for resale under the Securities Act, if any recipient of the ASSAC Exchange Shares should in the future decide to dispose of any of such ASSAC Exchange Shares, such Person may do so only in compliance with the registration requirements of the Securities Act and applicable state securities laws, as then in effect.

  • On the Closing Date, the ASSAC Exchange Shares shall be delivered by ASSAC to Amalphis and the Additional Amalphis Shareholders shall be Transferred free and clear of any and all Liens.

Related to ASSAC Exchange Shares

  • Exchange Shares has the meaning set forth in Section 2.01(b).

  • Parent Shares means the shares of common stock, par value $1.00 per share, of Parent.

  • Private Placement Shares shall have the meaning given in the Recitals hereto.

  • Conversion Shares means, collectively, the shares of Common Stock issuable upon conversion of the shares of Preferred Stock in accordance with the terms hereof.

  • PIPE Shares shall have the meaning given in the Recitals hereto.

  • Acquisition Shares means the shares of an Acquiring Fund to be issued to the corresponding Target Fund in a reorganization under this Agreement.

  • Acquired Shares has the meaning set forth in the Recitals.

  • Buyer Shares means the common stock, with a par value of $0.0001 per share, of Buyer.

  • Private Placement Warrants shall have the meaning given in the Recitals hereto.

  • Consideration Shares shall have the meaning set forth in Section 2.7(c).

  • Note Shares means the shares of Common Stock issuable upon conversion of the Notes.

  • Purchaser Shares means the common shares in the capital of the Purchaser.

  • Public Shares means the Ordinary Shares included in the Units issued in the Public Offering; (vi) “Trust Account” shall mean the trust account into which a portion of the net proceeds of the Public Offering and the sale of the Private Placement Warrants shall be deposited; (vii) “Transfer” shall mean the (a) sale of, offer to sell, contract or agreement to sell, hypothecate, pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position or liquidation with respect to or decrease of a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder with respect to, any security, (b) entry into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any security, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (c) public announcement of any intention to effect any transaction specified in clause (a) or (b); and (viii) “Charter” shall mean the Company’s Amended and Restated Memorandum and Articles of Association, as the same may be amended from time to time.

  • Closing Shares shall have the meaning ascribed to such term in Section 2.1(a)(i).

  • Purchased Securities has the meaning assigned in the Terms;

  • Commitment Shares shall have the meaning set forth in Section 12.04.

  • Conversion Stock means shares of Common Stock issued upon conversion of the Preferred Stock.

  • Purchased Units means, with respect to a particular Purchaser, the number of Common Units set forth opposite such Purchaser’s name under the column titled “Purchased Units” set forth on Schedule A hereto.

  • Coop Shares Shares issued by a Cooperative Corporation.

  • Placement Warrants shall have the meaning given in the Recitals hereto.

  • Placement Agent Warrants shall have the meaning set forth in the Subscription Agreement.

  • Settlement Shares With respect to any Settlement Date, a number of Shares, not to exceed the Base Amount, designated as such by Party B in the related Settlement Notice or by Party A pursuant to “Termination Settlement” below; provided that on the Maturity Date the number of Settlement Shares shall be equal to the Base Amount on such date.

  • Subscription Shares has the meaning ascribed to it in Section 2.1.

  • Purchased Shares has the meaning set forth in Section 2.01.

  • Released Securities means Shares of Restricted Stock with respect to which all applicable restrictions have expired, lapsed, or been waived.

  • Parent Stock means the common stock, par value $0.01 per share, of Parent.