Flagship Shares definition

Flagship Shares means the shares representing 100% of Flagship’s corporate capital;
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Flagship Shares means the shares representing 100% of Flagship’s corporate capital; “Independent Accountants” means the accountants to be appointed by the President of Ordine Dottori Commercialisti di Milano upon request of the most diligent Party; “Initial Purchase Price” means Euro 12,500,000; “Insolvency Act” means the English law Insolvency ▇▇▇ ▇▇▇▇ as amended and supplemented from time to time; “Investors” has the meaning given in Clause 14.2; “Joint Instructions” means the written instructions jointly given by the Sellers and the Purchaser to Unicredit to act at Completion as an escrow agent in the interest of both Parties in the Agreed Form; “Loan Agreements” means the loan agreements between (i) Mediocredito Regionale ▇▇▇▇▇▇▇▇ (currently Banca Intesa S.p.A.) and Snoline dated 30 May 1997, (ii) Credito Artigiano S.p.A. and Finlombarda – Finanziaria per lo Sviluppo della Lombardia S.p.A., on one side, and Snoline, on the other side, dated 24 May 2002, (iii) Banca Intesa S.p.A. and Snoline dated 29 June 2005 and (iv) Banca Popolare di Bergamo S.p.A. and Snoline dated 30 January 2004; “Material Adverse Effect” means any change, effect or set of circumstances (including, but not limited to, any breach of covenant, breach or inaccuracy of any representation or warranty contained in this agreement) relating to the Companies (regardless of whether foreseeable at the time of the Parties’ execution of this agreement) that, individually or in the aggregate, is materially adverse to the Companies, provided that the liability or the reduction in the value of the Companies caused by such material adverse effect has, or will have, a value equal to or greater than Euro 1,200,000 in the aggregate; “New First Demand Guarantee” has the meaning given in Clause 7; “Pro-forma Financial Statements” means Snoline’s pro-forma interim financial statements as of 30 September 2006 attached to the present Contract as Schedule 13. “Properties” means [the properties shortly described in schedule 4 and includes every part of each of them] and “Property” means any one of them; “Purchase Price” means the Initial Purchase Price adjusted pursuant to clause 6; “Purchaser” has the meaning given in the heading; “Purchaser’s Group” means any entity that, at the time of the determination, directly or indirectly, through one or more intermediaries, controls, is controlled by or is under common control with the Purchaser; “Rules” has the meaning given in Clause 22.2;
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Examples of Flagship Shares in a sentence

  • The contractual terms and warranties relating to the transfer of the Flagship Shares and of the Snoline Shareholding are and shall be governed by the provisions of this agreement, which shall remain in full force and effect after the transfer of the Flagship Shares.

  • The Flagship Shares and the Snoline Shareholding shall be sold free from all Encumbrances and together with all rights attaching to them, including the right to the full amount of all dividends which may be allocated to the Shares for the current year which started on 1 January 2006.

  • Finity and Flagship understand and agree that the consummation of this Agreement including the issuance of the Finity common stock to Flagship Shareholders in exchange for the Flagship Shares as contemplated hereby constitutes the offer and sale of securities under the Securities Act and applicable state statutes.

Related to Flagship Shares

  • Coop Shares Shares issued by a Cooperative Corporation.

  • Ownership Share means, with respect to any Subsidiary of a Person (other than a Wholly Owned Subsidiary) or any Unconsolidated Affiliate of a Person, the greater of (a) such Person’s relative nominal direct and indirect ownership interest (expressed as a percentage) in such Subsidiary or Unconsolidated Affiliate or (b) such Person’s relative direct and indirect economic interest (calculated as a percentage) in such Subsidiary or Unconsolidated Affiliate determined in accordance with the applicable provisions of the declaration of trust, articles or certificate of incorporation, articles of organization, partnership agreement, joint venture agreement or other applicable organizational document of such Subsidiary or Unconsolidated Affiliate.

  • Co-op Shares Shares issued by private non-profit housing corporations.

  • VMTP Shares has the meaning set forth in the preamble to this Agreement.

  • Hybrid Equity Securities means securities issued by Borrower or any subsidiary that (a) are classified as possessing a minimum of (i) “intermediate equity content” by S&P and (ii) “Basket C equity credit” by Moody’s and (b) do not contain any scheduled principal payments or prepayments or any mandatory redemptions or mandatory repurchases prior to the date that is at least 91 days after the latest applicable Maturity Date.