Exception Shares definition

Exception Shares means, collectively, shares of Company Common Stock owned or held by the Company, Parent or Purchaser and/or any of their respective Subsidiaries.

Exception Shares means shares of Company Common Stock owned or held by PNC or by the Company, other than shares owned or held in a bona fide fiduciary or agency capacity or in satisfaction of a debt previously contracted in good faith.

Exception Shares has the meaning ascribed to such term in Section 2.1(B).

Examples of Exception Shares in a sentence

• Exception: Shares of Principal Financial Group stock (PFG) received as part of Principal’s restricted stock unit plan may be sold upon vesting as they are considered a part of Spectrum employee’s compensation plan and have been held for longer than a 60 day period.

• Any Tender Exception Shares not disposed of by the Stockholder by the Tender Deadline shall be subject to the provisions of Sections 2.1 and 2.2 above.

• Notwithstanding anything in this Agreement to the contrary, at the Effective Time, all shares of Company Common Stock that are owned by the Company, Parent or any of their respective direct or indirect Subsidiaries (in each case, other than the Exception Shares) immediately prior to the Effective Time, shall be cancelled and shall cease to exist, and neither the Merger Consideration nor any other consideration shall be delivered in exchange therefor.

• Each of the Exception Shares of Company Common Stock shall be canceled and retired upon consummation of the Merger, and no consideration shall be issued in exchange therefor.

• Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time, other than Exception Shares, is hereinafter defined as an “Old Share”.

More Definitions of Exception Shares

Exception Shares means shares held by any of the Company's Subsidiaries or by Heritage or any of its Subsidiaries, in each case other than in a fiduciary capacity or as a result of debts previously contracted.

Exception Shares means shares held by any of the Company's Subsidiaries or by InterWest or any of its Subsidiaries, in each case other than in a fiduciary capacity or as a result of debts previously contracted.

Exception Shares means shares of Xxxxxx Common Stock held by Xxxxxx or any of its subsidiaries or by Dime or any of its subsidiaries, in each case other than in a fiduciary capacity or in satisfaction of a debt previously contracted in good faith.

Exception Shares means (1) Shares owned, other ---------------- than in a bona fide fiduciary capacity or in satisfaction of a debt previously ---- ---- contracted in good faith, by Dime or a subsidiary (as defined in Section 8.6) of Dime, (2) Shares that have not been voted in favor of approval of the Merger and with respect to which appraisal rights have been perfected in accordance with Section 262 of the DGCL ("Dissenters' Shares") and (3) shares of BFS Common ------------------ Stock held by BFS or a subsidiary of BFS in treasury.

Exception Shares means any Company Shares owned by Parent or any Subsidiary of Parent held in any employee benefit plan sponsored or maintained by Parent or one of its Subsidiaries or in any trust accounts, managed accounts, mutual funds or similar vehicles, or otherwise held in a fiduciary or agency capacity or as a result of debts previously contracted.

Exception Shares means, collectively, shares of Amegy Common Stock (i) owned or held, other than in a bona fide fiduciary or agency capacity or in satisfaction of a debt previously contracted in good faith, by Amegy or by Zions or their respective Subsidiaries and (ii) Dissenting Shares.

Exception Shares mean any shares of WesterFed Common Stock held by Glacier or any of its Subsidiaries or WesterFed or any of its Subsidiaries, in any case other than in a fiduciary capacity or as a result of debts previously contracted. Each of the Exception Shares of WesterFed Common Stock will be canceled and retired upon consummation of the Merger, and no consideration shall be issued in exchange therefor.