Ineligible Shares definition

Ineligible Shares means, collectively, (i) shares of the Class A Common Stock owned by the Xxxxxx Stockholders and (ii) shares of Class A Common Stock issued after November 7, 2005 upon the exercise, grant or vesting of any Stock-Based Compensation Awards (as defined in the Stockholder Agreement) or upon conversion or exchange of convertible or exchangeable securities of the Company, unless such shares are issued pursuant to any contractual obligations of the Company as existing immediately prior to November 7, 2005.
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Ineligible Shares has the meaning specified in the definition of “Ineligibility Event”.
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Ineligible Shares means all shares of Common Stock then held by BVF or its affiliates on the record date for such Stockholder Meeting that were issued to BVF or any affiliate of BVF by the Company upon exercise of a warrant issued pursuant to the Funding Agreement; and (iii) the term “Stockholder Approval” means the approval of the stockholders of the Company of the issuance of shares of Common Stock, in accordance with Nasdaq Marketplace Rule 5635(d), in excess of 11,358,432 shares upon the exercise of any and all warrants issued pursuant to Section 4.01 of the Funding Agreement that have an exercise price of less than $1.076 per share (as adjusted for any stock splits, reverse splits, recapitalization, combinations of shares, reclassification of shares or similar changes in capitalization).
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Examples of Ineligible Shares in a sentence

  • The Target must procure that the Sale Nominee deals with the Ineligible Shares in accordance with the terms of the Scheme.

  • The Bidder will issue the Ineligible Shares to the Sale Nominee on the Implementation Date and before the Scheme Shares held by Ineligible Shareholders are transferred to the Bidder on that date.

  • The Bidder will issue the Consideration Shares that would otherwise have been issued to Ineligible Shareholders as Scheme Consideration to the Sale Nominee appointed by the Target, in accordance with the terms of the Scheme (such Consideration Shares being Ineligible Shares).

  • TheBidderwillissuetheConsiderationSharesthatwouldotherwisehavebeenissuedtoIneligibleShareholdersasSchemeConsiderationtotheSaleNomineeappointedbytheTarget,inaccordancewiththetermsoftheScheme(suchConsiderationSharesbeing Ineligible Shares).

  • The Nominee will sell the Ineligible Shares and distribute, through the Company (or its share registry), to each of the Ineligible Shareholders their respective proportion of the proceeds of the sale net of expenses.

  • Accordingly, there will be no net proceeds of that issue in excess of the issue price under the Entitlement Offer and Ineligible Institutional Shareholders and Ineligible Retail Shareholders will not receive any payment or value in connection with the Ineligible Shares.

  • The Scheme will be implemented by way of a scheme of arrangement in terms of sections 114 and 115 of the Companies Act to be proposed by the Verimark Board between Verimark and the Verimark Shareholders (other than the holders of the Ineligible Shares).

  • In terms of section 114(1) of the Companies Act, the Verimark Board proposes the Scheme as set out in this paragraph 4 between Verimark and the Verimark Shareholders (other than the holders of the Ineligible Shares).

  • The Nominee will have the absolute and sole discretion to determine the timing and the price at which the Ineligible Shares may be sold and the manner of any such sale.FeesCanaccord will not receive any fees from the Company beyond the fees already payable under the Lead Manager Agreement.

  • Receipt of cash from the sale of MergeCo SharesMergeCo Shares issued to certain SSE Shareholders pursuant to the Demerger, including SSE Shareholders that hold Ineligible Shares and SSE ADRs, will be sold, and net proceeds from the sales will be distributed to the relevant SSE Shareholders (see “Overseas Shareholders” and “ADR Holders” in Part IV (Summary of the Principal Terms and Conditions of the Transaction)).


More Definitions of Ineligible Shares

Ineligible Shares has the meaning given in clause 4.4(c).
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Ineligible Shares shall have the meaning set forth in Section 3.01(a).
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Ineligible Shares means, collectively, (i) shares of the Class A Common Stock owned by the Paxson Stockholders and (ii) shares of Class A Common Stock issued after November 7, 2005 upon the exercise, grant or vesting of any Stock-Based Compensation Awards (as defined in the Stockholder Agreement) or upon conversion or exchange of convertible or exchangeable securities of the Company, unless such shares are issued pursuant to any contractual obligations of the Company as existing immediately prior to November 7, 2005.
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Ineligible Shares means the Spin-Out Shares issued to the Trustee to be held on behalf of Ineligible Holders;
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Ineligible Shares has the meaning given in clause 4.4(c). Ineligible Share Transfer means a duly completed and executed proper instrument of transfer in respect of the Ineligible Shares for the purposes of section 1071B of the Corporations Act, in favour of the Sale Nominee, being a master transfer of all of the Ineligible Shares. Net Proceeds means the total proceeds of sale of all of the Ineligible Consideration CDIs after the deduction of any applicable fees, brokerage, taxes and charges of the Sale Nominee reasonably incurred in connection with the sale of the Ineligible Consideration CDIs. NYSE means the New York Stock Exchange. Registered Address means, in relation to an Allkem Shareholder, the address of the shareholder shown in the Allkem Share Register. Sale Nominee means: (a) the nominee appointed by Allkem in accordance with clause 4.4 of this Scheme to sell the Ineligible Consideration CDIs under the terms of this Scheme (or any person holding legal title to the Ineligible Shares or the Ineligible Consideration CDIs (as applicable) for the benefit of, and as agent for, that person); or (b) if the Terms of Appointment with the Sale Nominee contemplated by paragraph (a) immediately above are terminated after Implementation, any alternate nominee appointed by Xxxxxx on the terms contemplated by clause 4.4 to sell the Ineligible Consideration CDIs under the terms of this Scheme (or any person holding legal title to the Ineligible Shares or the Ineligible Consideration CDIs (as applicable) for the benefit of, and as agent for, that person), as applicable. Scheme means this scheme of arrangement under Part 5.1 of the Corporations Act between Allkem, the Eligible Shareholders and the Ineligible Overseas Shareholders, subject to any
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Related to Ineligible Shares

  • Ineligible Securities means securities which may not be underwritten or dealt in by member banks of the Federal Reserve System under Section 16 of the Banking Act of 1933 (12 U.S.C. Section 24, Seventh), as amended.

  • Eligible Shares has the meaning set forth in Section 4.1(a).

  • Ineligible Security means any security which may not be underwritten or dealt in by member banks of the Federal Reserve System under Section 16 of the Banking Act of 1933 (12 U.S.C. Section 24, Seventh), as amended.

  • Eligible Securities means those securities which are identified as permissible securities for a particular Transaction Category.

  • Ineligible Holder is defined in Section 4.8(c).

  • Ineligible Person shall include an individual or entity who:

  • Eligible Shareholder means an existing or new investor of the Company that is eligible at the ACD’s discretion to invest in the Class X Shares upon entering into an agreement with the ACD and fulfilling the eligibility conditions set by the ACD from time to time.

  • Interested Shares means Shares that are beneficially owned by:

  • Excess Shares shall have the meaning set forth in Section 3.1(a).

  • Available Shares means the sum of (i) one hundred fifty thousand (150,000) shares of Common Stock, and (ii) an annual increase on April 1st of each calendar year, beginning in 2022 and ending in 2031 (each a “Date of Determination”), in each case subject to the approval and determination of the Administrator on or prior to the applicable Date of Determination, equal to the lesser of (A) four percent (4%) of the total shares of Common Stock of the Company outstanding on the last day of the immediately preceding fiscal year and (B) such smaller number of shares as determined by the Administrator (the “Share Limit”). Notwithstanding the foregoing, shares added to the Available Shares by the Share Limit are available for issuance as Incentive Stock Options only to the extent that making such shares available for issuance as Incentive Stock Options would not cause any Incentive Stock Option to cease to qualify as such. In the event that the Administrator shall not take action to affirmatively approve an increase in the Share Limit on or prior to the applicable Date of Determination, the Share Limit and Available Shares, shall remain at such level as they were prior to such applicable Date of Determination. For clarity, the Available Shares is a limitation on the number of shares of Common Stock that may be issued pursuant to the Plan.

  • Participating Shares means shares that entitle their holders to participate without limitation in distributions.

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

  • 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.

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

  • Shares means the interests of Shareholders corresponding to the redeemable securities of record issued by the Fund under the Investment Company Act of 1940 that are held by the Intermediary.

  • Eligible Stockholder means a person who has either (1) been a record holder of the shares of common stock of the Corporation used to satisfy the eligibility requirements in Section 3.2(d) continuously for the required three-year period or (2) provides to the Secretary of the Corporation, within the time period referred to in Section 3.2(e), evidence of continuous Ownership of such shares for such three-year period from one or more securities intermediaries.

  • Ineligible position means any position which does not

  • Equity Shares means the Common Shares and any shares of any other class or series of the Corporation which may from time to time be authorized for issue if by their terms such shares confer on the holders thereof the right to participate in the distribution of assets upon the voluntary or involuntary liquidation, dissolution or winding up of the Corporation beyond a fixed sum or a fixed sum plus accrued dividends;

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

  • Excess Stock means Excess Stock as defined in Section 7.4 of the Company's Amended and Restated Articles of Incorporation.

  • New Shares means ordinary or common shares, whether of the entity or person (other than the Share Issuer) involved in the Merger Event or a third party, that are, or that as of the Merger Date are promptly scheduled to be, (i) publicly quoted, traded or listed on an exchange or quotation system located in the same country as the Exchange (or, where the Exchange is within the European Union, in any member of state of the European Union) or on another exchange acceptable to the Issuer and (ii) not subject to any currency exchange controls, trading restrictions or other trading limitations.

  • Available Securities means the securities of the Funds that are available for Loans pursuant to Section 3.

  • Additional Shares shall have the meaning specified in Section 14.03(a).

  • Remaining Shares has the meaning set forth in Section 4.1.2.

  • Ordinary Shares shall have the meaning given in the Recitals hereto.

  • Eligible Security means a security that: