Equalization Shares definition

Equalization Shares as used in this Agreement shall include such securities.
View Source
Equalization Shares means the number of voting shares of the Company representing a number of votes equal to the difference between the number of votes represented by the Remaining Shares at the time of the calculation, minus the number of votes represented by the voting shares of the Company held by AmBev at the time of the calculation. The purpose of the Equalization Shares is to maintain equivalence between the voting rights of BAC and AmBev. In the event that as a result of any change in the Company's share capital by reason of a share dividend, split-up, subdivision or combination of shares or any recapitalization, reclassification, reorganization, consolidation, merger or similar transaction, or any similar change affecting the Company's shares, the type and number of Equalization Shares shall be adjusted appropriately to reflect such change and to ensure that the voting rights of BAC and AmBev are equal. If BAC or AmBev has less than the Requisite Percentage and AmBev and BAC jointly so notify the Escrow Agent in writing, the Escrow Agent shall vote all the Equalization Shares in accordance with written instructions of BAC. The initial number of Equalization Shares shall be 60,000,000 Class A shares. If the number of Equalization Shares changes from the number set forth in the preceding sentence or from the last calculation provided by BAC and AmBev by written notice to the Escrow Agent, BAC and AmBev shall, as promptly as practicable prior to any meetings of the shareholders of the Company or any questions submitted to such shareholders for a vote, deliver to the Escrow Agent a written notice setting
View Source

Examples of Equalization Shares in a sentence

  • On the Closing ------------------------------------------------ Date, UVSG shall issue to Holdings the Equalization Shares, and News Corp.

  • The consummation of any issuance and sale of Equalization Shares by UVSG required pursuant hereto shall occur on the third Nasdaq Stock Market trading day following the date UVSG receives written notice from TCI or News Corp.

  • The parties confirm and acknowledge that, --------------------------- assuming the accuracy of the representations made in Section 2 and 3 hereof, upon the delivery of the Equalization Shares by UVSG to Holdings upon receipt of the purchase price therefor in accordance with the terms hereof, UVSG will have satisfied its obligations under Section 9 of the Parent Agreement.

  • In the event that TCI or News Corp., as the case may be, chooses to purchase (or cause a subsidiary to purchase) any of the Equalization Shares directly from UVSG, UVSG hereby agrees to issue and sell the Equalization Shares (or requested number thereof) to News Corp.

  • This Agreement and the rights and obligations hereunder shall not be assignable or transferable by any party (including by operation of law in connection with a merger or consolidation of such party) without the prior written consent of the other parties hereto, except, in the case of the Escrow Agent, as provided in Section 3.04 and except that AmBev shall have the right to designate any affiliate of AmBev to be the transferee of the Equalization Shares.

  • The escrow created by this Agreement shall terminate (1) at such time as all the Equalization Shares are transferred to AmBev or its designee pursuant to Section 5.01 or (2) upon receipt by the Escrow Agent and the Company of a written notice of termination signed by both BAC and AmBev.

  • In the event that as a result of any change in the Company's share capital by reason of a share dividend, split-up, subdivision or combination of shares or any recapitalization, reclassification, reorganization, consolidation, merger or similar transaction, or any similar change affecting the Company's shares, the type and number of Equalization Shares shall be adjusted appropriately to reflect such change and to ensure that the voting rights of BAC and AmBev are equal.

  • BAC and AmBev shall sign the Instruction Letter (i) at any time, to assure a transfer of Equalization Shares agreed by BAC and AmBev and (ii) on the First Stage Closing Date and Second Stage Closing Date (as such terms are defined in the Stock Purchase Agreement) to assure that the transfers described in Sections 1.04(d) and 1.04(e) of the Stock Purchase Agreement take place.

  • Except as otherwise allowed herein, the Escrow Agent covenants and agrees that it will not sell or otherwise dispose of, pledge or encumber the Equalization Shares, or any interest therein, and that it will only transfer the Equalization Shares in accordance with this Agreement or with the prior written consent of BAC and AmBev.

  • The term "Equalization Shares" as used in this Agreement shall include such securities.