Company Virginia Exchange Certificate definition

Company Virginia Exchange Certificate means the certificate representing the shares of Company Virginia Common Stock being received by Parent pursuant to the terms hereof, which shares shall represent one hundred percent of the outstanding capital stock of Company Virginia Sub, including one hundred percent of the outstanding shares of Company Virginia Common Stock.
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Examples of Company Virginia Exchange Certificate in a sentence

  • Subject to the terms and conditions of this Agreement, in accordance with the VSCA and Texas Business Organizations Code (the “TBOC”), as promptly as possible following the Exchange Effective Time and the time that the Transfer Agent, for the benefit of Parent, receives the Company Virginia Exchange Certificate and at the Third Step Merger Effective Time, Company Virginia Sub shall merge with and into Parent Texas Sub.

  • The Transfer Agent, for the benefit of Parent, shall receive from Company Virginia Sub at the Exchange Effective Time the Company Virginia Exchange Certificate representing Parent’s ownership of all such outstanding shares of Company Virginia Sub Common Stock in exchange for the Share Consideration being issued pursuant to Section 4.04.

Related to Company Virginia Exchange Certificate

  • Exchange Certificates Means the pass through certificates substantially in the form of Exhibit A hereto issued in exchange for the Initial Certificates pursuant to the Registration Rights Agreement and authenticated hereunder.

  • Certificate of Conversion means the Certificate of Conversion of the Partnership filed with Secretary of State of Delaware as referenced in Section 2.1 as such Certificate of Conversion may be amended, supplemented or restated from time to time.

  • Class A-SB Certificate Any one of the Certificates with a “Class A-SB” designation on the face thereof, substantially in the form of Exhibit A-1 attached hereto, and evidencing a portion of a class of “regular interests” in REMIC III for purposes of the REMIC Provisions.

  • Non-U.S. Beneficial Ownership Certification As defined in Section 5.03(f) of this Agreement.

  • Share Exchange Event shall have the meaning specified in Section 14.07(a).

  • Company Certificate means the Amended and Restated Certificate of Incorporation of the Company as in effect on the date hereof.

  • Initial Merger Consideration has the meaning set forth in Section 2.2(a).

  • Exchangeable Certificates As specified in the Preliminary Statement.

  • Restricted Certificate Any Class P, Class X or Class R Certificate.

  • Regulation S Global Certificates As defined in Section 5.02(c)(i) of this Agreement.

  • Restated Certificate means the Company’s Amended and Restated Certificate of Incorporation, as amended and/or restated from time to time.

  • Certificate of Beneficial Ownership means, for each Borrower, a certificate in form and substance acceptable to Agent (as amended or modified by Agent from time to time in its sole discretion), certifying, among other things, the Beneficial Owner of such Borrower.

  • Exchange Consideration shall have the meaning set forth in Section 11(b)(i).

  • Certificates of Merger has the meaning set forth in Section 2.2.

  • Regulation S Global Certificate With respect to any Class of Book-Entry Non-Registered Certificates offered and sold outside of the United States in reliance on Regulation S, a single global Certificate, or multiple global Certificates collectively, in definitive, fully registered form without interest coupon, each of which Certificates bears a Regulation S Legend.

  • Voting and Exchange Trust Agreement means an agreement to be made between Coors, Exchangeco and the Trustee in connection with the Plan of Arrangement substantially in the form and content of Exhibit E to the Combination Agreement, with such changes thereto as the parties to the Combination Agreement, acting reasonably, may agree.

  • Class SB Certificate Any one of the Certificates designated as a Class SB Certificate. Class X Certificate: Any one of the Certificates designated as a Class X Certificate.

  • Share Exchange Agreement has the meaning specified in the Recitals.

  • Beneficial Ownership Certification means a certification regarding beneficial ownership as required by the Beneficial Ownership Regulation.

  • Class N Certificate means any of the Certificates with a "Class N" designation on the face thereof, substantially in the form of Exhibit A-4 attached hereto, and evidencing a portion of a class of "regular interests" in REMIC III for purposes of the REMIC Provisions.

  • Class A-8 Certificate Any one of the Certificates executed by the Trustee and authenticated by the Trustee or the Authenticating Agent in substantially the form set forth in Exhibit A-8 and Exhibit C hereto.

  • Public Certificates The Class X-0, Xxxxx X-0, Class A-3, Class A-4, Class A-5, Class A-AB, Class X-A, Class A-S, Class B and Class C Certificates.

  • Class A-PO Certificate Any one of the Certificates executed by the Trustee and authenticated by the Trustee or the Authenticating Agent in substantially the form set forth in Exhibit A-PO and Exhibit C hereto.

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

  • Plan of Conversion has the meaning given such term in Section 14.1.

  • New Certificates has the meaning set forth in Section 3.04(a).