CES Shares definition

CES Shares means all of the issued and outstanding shares of CES's equity stock;
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Examples of CES Shares in a sentence

  • There are no restrictions on the transfer, sale or other disposition of CES Shares contained in the charter documents of CES or under any agreement.

  • USCC and CES understand and agree that the consummation of this Agreement including the issuance of the USCC common stock to the CES Shareholders in exchange for the CES Shares as contemplated hereby constitutes the offer and sale of securities under the Securities Act and applicable state statutes.

  • The Acquisition Shares when delivered to the holders of CES Shares pursuant to the Merger shall be validly issued and outstanding as fully paid and non-assessable shares and the Acquisition Shares shall be transferable upon the books of GLC, in all cases subject to the provisions and restrictions of all applicable securities laws.

  • All such CES Shares, when so converted, shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist, and each holder of a certificate representing any such shares shall cease to have any rights with respect thereto, except the right to receive the Acquisition Shares paid in consideration therefor upon the surrender of such certificate in accordance with this Agreement.

  • The CES Shares owned by the CES Shareholders are free and clear of any and all liens, charges, pledges, encumbrances, restrictions on transfer and adverse claims whatsoever not created by or through GLC and/or the Acquirer.

  • The issued and outstanding share capital of CES consist of 200 shares of common stock (being the CES Shares), which shares are validly issued and outstanding as fully paid and non-assessable shares.

  • The CES Shareholders are the registered and beneficial owner of the CES Shares.