Extinguished Shares definition

Extinguished Shares shall have the meaning as set forth in Section 3.1(d) of the Agreement.
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Extinguished Shares shall have the meaning as set forth in Section 3.1(d).
Sample 1Sample 2Sample 3
Extinguished Shares shall have the meaning as set forth in Section 3.1(d) of the Agreement. “FDIC” shall mean the Federal Deposit Insurance Corporation. “Federal Reserve” shall mean the Board of Governors of the Federal Reserve System and the Federal Reserve Bank of Richmond. “GAAP” shall mean generally accepted accounting principles in the United States, consistently applied during the periods involved. “Governmental Authority” shall mean any federal, state, local, foreign, or other court, board, body, commission, agency, authority or instrumentality, arbitral authority, self-regulatory authority, mediator, tribunal, including Regulatory Authorities and Taxing Authorities. “Gross-Up Payment” shall have the meaning set forth in Section 4.15(k) of the Agreement. “Group” shall have the meaning as set forth in Section 13(d) of the Exchange Act. “Hazardous Material” shall mean any chemical, substance, waste, material, pollutant, or contaminant defined as or deemed hazardous or toxic or otherwise regulated under any Environmental Law, including RCRA hazardous wastes, CERCLA hazardous substances, and HSRA regulated substances, pesticides and other agricultural chemicals, oil and petroleum products or byproducts and any constituents thereof, urea formaldehyde insulation, lead in paint or drinking water, mold, asbestos, and polychlorinated biphenyls (PCBs): (i) any hazardous substance, hazardous material, hazardous waste, regulated substance, or toxic substance (as those terms are defined by any applicable Environmental Laws) and (ii) any chemicals, pollutants, contaminants, petroleum, petroleum products, or oil (and specifically shall include asbestos requiring abatement, removal, or encapsulation pursuant to the requirements of Environmental Law), provided, notwithstanding the foregoing or any other provision in this Agreement to the contrary, the words “Hazardous Material” shall not mean or include any such Hazardous Material used, generated, manufactured, stored, disposed of or otherwise handled in normal quantities in the ordinary course of business in compliance with all applicable Environmental Laws, or such that may be naturally occurring in any ambient air, surface water, ground water, land surface or subsurface strata. “Indemnified Party” shall have the meaning as set forth in Section 7.12(a) of the Agreement. “Individually Identifiable Personal Information” or “IIPI” shall have the meaning as set forth in Section 4.13(b) of the Agreement. “Intellectual Property” means copy...
Sample 1

Examples of Extinguished Shares in a sentence

  • Until surrendered for exchange in accordance with the provisions of Section 3.2, each Certificate or West Suburban Book Entry Shares theretofore representing shares of West Suburban Common Stock (other than Certificates or West Suburban Book Entry Shares representing Extinguished Shares and Dissenting Shares) shall from and after the Effective Time represent for all purposes only the right to receive the Per Share Purchase Price, without interest, as provided in this Article 3.

  • Until surrendered for exchange in accordance with the provisions of Section 3.3, each Certificate theretofore representing shares of PLMT Common Stock (other than Certificates representing Extinguished Shares), shall from and after the Effective Time represent for all purposes only the right to receive the Per Share Purchase Price and, if applicable, any unpaid dividends or distributions, in each case without interest, as provided in Article 3.

  • The Regulatory Authority is supportive of the captive hub strategy and has sought to ensure the regulatory regime applying to captive insurers and captive managers can easily be established through separate rules for captive insurers and captive managers.

  • Until surrendered for exchange in accordance with the provisions of Section 3.3, each Certificate theretofore representing shares of Carolina Trust Common Stock (other than Certificates representing Extinguished Shares), shall from and after the Effective Time represent for all purposes only the right to receive the Merger Consideration, without interest, as provided in Article 3.

  • Until surrendered for exchange in accordance with the provisions of Section 3.3, each Certificate theretofore representing shares of CLBH Common Stock (other than Certificates representing Extinguished Shares), shall from and after the Effective Time represent for all purposes only the right to receive the Per Share Purchase Price without interest, as provided in this Article 3.

  • Until surrendered for exchange in accordance with the provisions of Section 3.3, each Certificate theretofore representing shares of ASBB Common Stock (other than Certificates representing Extinguished Shares), shall from and after the Effective Time represent for all purposes only the right to receive the Per Share Purchase Price, without interest, as provided in this Article 3.

  • Until surrendered for exchange in accordance with the provisions of Section 3.2, each Certificate theretofore representing shares of SB Common Stock (other than Certificates representing Extinguished Shares), shall from and after the Effective Time represent for all purposes only the right to receive the Merger Consideration, without interest, as provided in this Article 3.

  • Until surrendered for exchange in accordance with the provisions of Section 3.2, each Certificate theretofore representing shares of GSB Stock (other than Certificates representing Extinguished Shares and Certificates representing shares of GSB Stock as to which Dissenters’ Rights have been perfected), shall from and after the Effective Time represent for all purposes only the right to receive the Merger Consideration, without interest, as provided in this Article 3.

  • Until surrendered for exchange in accordance with the provisions of Section 3.3, each Certificate theretofore representing shares of CBG Common Stock (other than Certificates representing Extinguished Shares), shall from and after the Effective Time represent for all purposes only the right to receive the Per Share Purchase Price, without interest, as provided in this Article 3.

  • Until surrendered for exchange in accordance with the provisions of Section 3.3, each Certificate theretofore representing shares of Clover Common Stock (other than Certificates representing Extinguished Shares and Dissenter Shares), shall from and after the Effective Time represent for all purposes only the right to receive the Per Share Purchase Price, without interest, as provided in this Article 3.

Related to Extinguished Shares

  • Excluded Shares means the (a) Common Shares owned by Parent, Merger Sub or any other Wholly Owned Subsidiary of Parent, the Company or any Wholly Owned Subsidiary of the Company, and in each case not held on behalf of third parties, and (b) Dissenting Shares.

  • Vested Shares means "Vested Shares" as defined in the Award Agreement.

  • Converted Shares means the Subject Equity Shares resulting from the conversion of Restricted Voting Shares into the Subject Equity Shares pursuant to subparagraph (ii);

  • Issued Shares means, collectively, all outstanding Shares issued pursuant to Restricted Stock Awards, all outstanding Shares issued pursuant to Unrestricted Stock Awards, and all Option Shares.

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

  • Award Shares means Shares covered by an outstanding Award or purchased under an Award.

  • Covered Shares means, with respect to the Shareholder, (i) the Existing Shares, together with (ii) any shares of Common Stock or other voting capital stock of the Company and any securities convertible into or exercisable or exchangeable for shares of Common Stock or other voting capital stock of the Company, in each case under this clause (ii) that such Shareholder acquires Beneficial Ownership of on or after the date hereof.

  • Cancelled Shares has the meaning set forth in Section 3.1(a).

  • Shares means the shares of Common Stock issued or issuable to each Purchaser pursuant to this Agreement.

  • Restricted Shares shall have the respective meanings set forth in Section 2.14.

  • Company Preferred Shares means, collectively, the Company Series A-1 Preferred Shares, the Company Series A-2 Preferred Shares, the Company Series B Preferred Shares, and the Company Undesignated Preferred Shares.

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

  • Unvested Shares means "Unvested Shares" as defined in the Award Agreement.

  • Company Stock means, collectively, the Company Common Stock and the Company Preferred Stock.

  • Unit Shares has the meaning ascribed thereto in the first paragraph of this Agreement;

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

  • Specified Shares means all or, as the case may be, some of the shares specified in a disclosure notice;

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

  • Stock Election Shares shall have the meaning set forth in Section 3.2.1.

  • Qualified shares means all shares entitled to be voted with respect to the transaction except for shares that the secretary or other officer or agent of the corporation authorized to count votes either knows, or under subsection 4 is notified, are held by:

  • Awarded Stock means the Common Stock subject to an Award.

  • Coop Shares Shares issued by a Cooperative Corporation.

  • Acquired Shares has the meaning set forth in the Recitals.

  • Unvested LTIP Units has the meaning provided in Section 4.4(d) hereof.

  • RSU Shares means shares of Common Stock that underlie an RSU.

  • Deferred Shares means an award made pursuant to Section 7 of this Plan of the right to receive Common Shares at the end of a specified Deferral Period.