Company Special Shares definition

Company Special Shares has the meaning set forth in Section 3.6.
Sample 1Sample 2Sample 3
Company Special Shares means the special shares in the capital of the Company.
Sample 1Sample 2
Company Special Shares means the special shares in the capital of the Company;
Sample 1Sample 2

Examples of Company Special Shares in a sentence

  • The parties intend the Company Special Shares issued pursuant to the Plan of Arrangement to be issued in a transaction exempt from registration under the 1933 Act by reason of Section 3(a)(10) thereof and, when issued, such shares of Company Special Shares will not be subject to resale restriction imposed by the 1933 Act.

  • To exercise the Liquidation Call Right, Abgenix Canada must notify the holders of Company Special Shares, and the Company of Abgenix Canada's intention to exercise such right at least forty-five (45) days before the Liquidation Date in the case of a voluntary liquidation, dissolution or winding-up of the Company and at least five (5) Business Days before the Liquidation Date in the case of an involuntary liquidation, dissolution or winding-up of the Company.

  • If Abgenix Canada exercises the Redemption Call Right, on the Redemption Date Abgenix Canada will purchase and the holders will sell all of the Company Special Shares then outstanding for a price per share equal to the Redemption Call Purchase Price.

  • If only a part of the Company Special Shares represented by any certificate or certificates delivered to the Trustee are to be purchased by Abgenix under the Exchange Right, a new certificate for the balance of such Company Special Shares shall be issued to the holder at the expense of Abgenix.

  • No amount shall be included on the Closing Balance Sheet with respect to Liabilities for the Company Expenses paid in accordance with this Section 3.9. For the avoidance of doubt, no amounts payable in connection with the repayment of the Indebtedness or in respect of the Company Special Shares shall be included in the Company Expenses.

  • In the event of the exercise of the Liquidation Call Right by Abgenix Canada each holder shall be obligated to sell all the Company Special Shares held by the holder to Abgenix Canada on the Liquidation Date on payment by Abgenix Canada to the holder of the Liquidation Call Purchase Price for each such share, and the Company shall have no obligation to pay any Liquidation Amount to the holders of such shares so purchased by Abgenix Canada.

  • The parties acknowledge that the required filings include registration statements pursuant to which the Company will register under the Securities Act: (i) the distribution of 90,000 Company Shares by Global to the shareholders of Global; (ii) the deemed issuance of the shares by the Company as a result of the Continuance of the Company under the CBCA; and (iii) the issuance of the Company Common Shares and the Company Special Shares by the Company pursuant to the Amalgamation.

  • As of the close of business on the date of this Agreement, there were 43,996,355 Company Shares and nil Company Special Shares issued and outstanding in the capital of the Company.

  • The Company, Abgenix and Abgenix Canada shall be entitled to deduct and withhold from any dividend or consideration otherwise payable to any holder of Company Securities or Company Special Shares such amounts as the Company, Abgenix or Abgenix Canada is required or permitted to deduct and withhold with respect to such payment under the ITA, the United States Internal Revenue Code of 1986 or any provision of provincial, state, local or foreign tax law, in each case, as amended.

  • In lieu thereof any holder of Company Special Shares who would otherwise be entitled to receive a fraction of an Abgenix Common Share (after aggregating all fractional Abgenix Common Shares that would otherwise be received by such holder) shall receive from Abgenix Canada an amount of cash (rounded to the nearest cent) without interest, equal to the product of (x) such fraction and (y) the Current Market Price of an Abgenix Common Share.


More Definitions of Company Special Shares

Company Special Shares means the Special Shares of the Company, par value NIS 0.01 per share.
Sample 1
Company Special Shares means the special shares of the Company to which will be attached the rights, privileges, restrictions and conditions set forth in the Special Resolution.
Sample 1
Company Special Shares means the non-voting exchangeable shares in the capital of the Company, having substantially the rights, privileges, restrictions and conditions set out in Appendix 1 to the Plan of Arrangement.
Sample 1
Company Special Shares means the non-voting shares in the capital of the Company, having substantially the rights, privileges, restrictions and conditions set out in the Special Share Provisions;
Sample 1

Related to Company Special Shares

  • Company Shares means the common shares in the capital of the Company;

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

  • SpinCo Shares means the shares of common stock, par value $0.01 per share, of SpinCo.

  • Company Share Plans mean (a) the Company’s Stock Related Award Incentive Plan of 1999, as amended; (b) the Company’s 2010 Stock Incentive Plan, as amended; and (c) the Company’s 2015 Stock Incentive Plan, as amended;

  • Merger Shares has the meaning set forth in Section 2.2(c).

  • Company Share means one share of common stock of the Company, $0.01 par value per share.

  • Original Shares means, when used in reference to any one or more Stockholders, the Shares held by such Stockholder or affiliated funds on November 30, 2010, or any shares or other securities into which or for which such Shares may have been converted or exchanged in connection with any exchange, reclassification, dividend, distribution, stock split, combination, subdivision, merger, spin-off, recapitalization, reorganization or similar transaction.

  • Excluded Shares has the meaning set forth in Section 2.1(b).

  • Company Stock Certificate shall have the meaning set forth in Section 1.6.

  • Merger Sub Common Stock means the common stock, par value $0.01 per share, of Merger Sub.

  • Fully Diluted Shares means the sum, without duplication, of (a) the number of shares of Common Stock issued and outstanding immediately prior to the Effective Time, (b) the number of shares of Preferred Stock that are issued and outstanding immediately prior to the Effective Time and (c) the number of shares of Common Stock underlying the Restricted Stock Units or any other equity or other convertible securities that are issued and outstanding immediately prior to the Effective Time.

  • Company Capital Stock means the Company Common Stock and the Company Preferred Stock.

  • Fully Diluted Company Shares means the total number of issued and outstanding shares of Company Common Stock, (a) after giving effect to the Company Preferred Stock or otherwise treating shares of Company Preferred Stock on an as-converted to Company Common Stock basis, and (b) treating all outstanding in-the-money Specified Company Warrants as fully vested and as if the Specified Company Warrants had been exercised for cash as of the Effective Time, but for the avoidance of doubt excluding any Company Securities described in Section 1.11(b).

  • Coop Shares Shares issued by a Cooperative Corporation.

  • Parent Ordinary Shares means the ordinary shares, par value $0.25 per share, of Parent.

  • Company Shareholders means holders of Company Shares.

  • Company Stockholders means the holders of shares of Company Capital Stock.

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

  • Escrowed Shares has the meaning set forth in Section 2.4.

  • Exchangeable Share Consideration has the meaning provided in the Exchangeable Share Provisions;

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

  • Retained Shares has the meaning set forth in the recitals.

  • Company Stock Plans has the meaning set forth in Section 3.02(b).

  • Newco Shares means the common shares in the capital of Newco;

  • Common Shareholders means the registered and/or beneficial holders of the Common Shares, as the context requires.