Examples of Continuing Shares in a sentence
Any portion of the Exchange Fund that remains unclaimed by the holders of Shares or ADSs for six (6) months after the Effective Time shall be delivered to the Surviving Company upon demand, and any holders of Shares and ADSs (other than Excluded Shares or Continuing Shares) who have not theretofore complied with this Article II shall thereafter look only to the Surviving Company for the cash to which they are entitled pursuant to Section 2.01(a) and Section 2.01(b).
As contemplated by the Support Agreements, the Depositary will transfer to each Continuing Shareholder all of the Continuing Shares represented by ADSs which are held by the Depositary on behalf of such Continuing Shareholder prior to the Effective Date.
Employee will remain a shareholder of Holdings as a result of continuing to own certain of the Continuing Shares.
To the extent any of the Continuing Shareholder’s Continuing Shares are represented by ADSs, the Continuing Shareholder shall withdraw such Continuing Shares represented by ADSs pursuant to the Deposit Agreement prior to the Effective Time and Merger Sub shall pay or promptly reimburse the Continuing Shareholder for any fees charged by the Depositary in connection with such withdrawal.
At or prior to the Effective Time, or in the case of payments pursuant to Section 2.03(b), when ascertained, Merger Sub shall deposit, or cause to be deposited,with the Paying Agent, for the benefit of the holders of Shares and ADSs (other than the Excluded Shares and the Continuing Shares), cash in an amount sufficient to pay the Merger Consideration (such cash being hereinafter referred to as the “Exchange Fund”).
For the purposes of this Agreement, "Maximum Continuing Number" shall mean 358,490 Shares (plus the number of Continuing Shares "beneficially owned" (as defined in the Exchange Act) by the persons listed in Section 2.1(d) to the Disclosure Schedule heretofore delivered to Mergerco (the "Disclosure Schedule")), and "Minimum Continuing Number" shall mean 271,698 Shares (plus the number of Continuing Shares "beneficially owned" by the persons listed in Section 2.1(d) to the Disclosure Schedule).
At or prior to the Effective Time, or in the case of payments pursuant to Section 2.03(b), when ascertained, Merger Sub shall deposit, or cause to be deposited, with the Paying Agent, for the benefit of the holders of Shares and ADSs (other than the Excluded Shares and the Continuing Shares), cash in an amount sufficient to pay the Merger Consideration (such cash being hereinafter referred to as the “Exchange Fund”).
If there are multiple Failing Investors, each Failing Investor’s portion of the total obligations hereunder shall be the amount equal to the product of (x) the amounts due from all Failing Investors hereunder (including the value of any Continuing Shares) multiplied by (y) a fraction of which the numerator is such Failing Investor’s and its Affiliates’ Commitment and the denominator is the sum of all Failing Investors’ and their Affiliates’ Commitments.
Notwithstanding any other provision of this Agreement, the Vested Shares and the Continuing Shares shall remain subject to the otherwise applicable forfeiture and other terms and conditions of the LTIP and the Award Agreements.
With respect to Shares as to which Continuing Share Elections are made but with respect to which no Continuing Shares will be issued by reason of the preceding sentence, such Continuing Share Elections shall be deemed revoked and relinquished and such Shares shall be converted into the right to receive the Cash Merger Consideration.