M and B Share Consolidation definition

M and B Share Consolidation means the proposed consolidation and subdivision of the share capital of M and B as described in the Circular;
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M and B Share Consolidation means the proposed consolidation of M and B Shares on a 50 for 59 basis, to be approved by an extraordinary general meeting of M and B to be held prior to the Scheme Effective Time and to be effected following the Scheme Effective Time and prior to the Separation Record Time
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Examples of M and B Share Consolidation in a sentence

  • The end result will be that former Six Continents Shareholders will hold 50 M and B Shares and 50 IHG Shares in place of every 59 Six Continents Shares held at the Scheme Record Time and will also have been paid 81 pence in cash for each such Six Continents Share held together with any sums due in respect of fractional entitlements that result from the M and B Share Consolidation.

  • No Netherlands registration tax, transfer tax, stamp duty or any other similar documentary tax or duty nor turnover tax or value added tax or similar tax will be payable in the Netherlands in respect of or in connection with the cancellation of the Six Continents Shares and the issue of the M and B Shares under the Scheme or the M and B Share Consolidation or the issue of IHG Shares under the Separation.

  • The following is a summary of the principal US federal income tax consequences to a US Holder (as defined below) of the Scheme, the Return of Capital, the M and B Share Consolidation and the Separation.

  • Accordingly, except to the extent of any cash received in respect of fractional entitlements, holders of M and B Shares should not be treated as making a disposal of their M and B Shares as a result of the M and B Share Consolidation.

  • Such M and B Shares will be subject to the M and B Share Consolidation described in paragraph 3.3 of Part II of this document.

  • As this consolidation will be implemented before Admission of the M and B Shares, shareholdings in M and B will have been adjusted to reflect the M and B Share Consolidation at the time that M and B Shareholders are able to commence trading their shareholdings in M and B (i.e. upon Admission of the M and B Shares).

  • M and B Share Consolidation For CGT purposes, the M and B Share Consolidation should constitute a reorganisation of M and B’s share capital.

  • The M and B Share Consolidation will be implemented before the Separation Record Time.

  • M and B Shareholders who receive cash in respect of fractional entitlements under the M and B Share Consolidation will be treated as making a part disposal of those shares for CGT purposes.

  • Although the Scheme provides for Six Continents Shareholders to receive one M and B Share for every Six Continents Share held at the Scheme Record Time, the M and B Share Consolidation (which will take place after the Scheme has come into effect but before the Separation is implemented) will consolidate M and B Shares on a 50 for 59 basis.

Related to M and B Share Consolidation

  • Exchangeable Share Consideration has the meaning provided in the Exchangeable Share Provisions.

  • Per Share Consideration means (i) if the consideration paid to holders of the Common Stock consists exclusively of cash, the amount of such cash per share of Common Stock, and (ii) in all other cases, the volume weighted average price of the Common Stock as reported during the ten (10) trading day period ending on the trading day prior to the effective date of the applicable event. If any reclassification or reorganization also results in a change in shares of Common Stock covered by subsection 4.1.1, then such adjustment shall be made pursuant to subsection 4.1.1 or Sections 4.2, 4.3 and this Section 4.4. The provisions of this Section 4.4 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers. In no event will the Warrant Price be reduced to less than the par value per share issuable upon exercise of the Warrant.

  • Initial Merger Consideration has the meaning set forth in Section 2.2(a).

  • Share Consideration has the meaning given to it in Section 2.2;

  • Per Share Merger Consideration has the meaning set forth in Section 3.1(a).

  • Stock Consideration has the meaning set forth in Section 2.01(c).

  • Total Merger Consideration has the meaning set forth in Section 2.2(a).

  • Fully Diluted Share Number means the aggregate sum of: (i) the number of shares of Company Common Stock issued and outstanding immediately prior to the Effective Time; (ii) the number of shares of Company Common Stock issuable upon the voluntary conversion of all of the shares of Company Preferred Stock issued and outstanding immediately prior to the Effective Time into Company Common Stock and (iii) the number of shares of Company Common Stock issuable upon exercise of all Stock Options.

  • Per Share Cash Consideration has the meaning set forth in Section 3.01(a)(ii).

  • Control share acquisition means the acquisition by any Person of Beneficial Ownership of shares of the Trust, which, but for the provisions of this Article XIII, would have voting rights and which, when added to all other shares of the Trust beneficially owned by such Person (including shares otherwise included in the categories enumerated in Section 1(c)(2)(i) through (vi) below), would entitle such Person, upon acquisition of such shares, to vote or direct the voting of shares of the Trust having voting power in the election of Trustees (except for elections of Trustees by preferred shareholders of the Trust voting as a separate class) within any of the following ranges of such voting power:

  • Base Merger Consideration means an amount equal to $1,855,000,000.

  • Closing Merger Consideration has the meaning set forth in Section 2.02

  • Company Capitalization means the sum, as of immediately prior to the Equity Financing, of: (1) all shares of Capital Stock (on an as-converted basis) issued and outstanding, assuming exercise or conversion of all outstanding vested and unvested options, warrants and other convertible securities, but excluding (A) this instrument, (B) all other Safes, and (C) convertible promissory notes; and (2) all shares of Common Stock reserved and available for future grant under any equity incentive or similar plan of the Company, and/or any equity incentive or similar plan to be created or increased in connection with the Equity Financing.

  • Merger has the meaning set forth in the Recitals.

  • Per Share Stock Consideration has the meaning set forth in Section 3.01(a)(i).

  • Company Share Plans mean (a) the Company’s Stock Related Award Incentive Plan of 1999, as amended; (b) the Company’s 2010 Stock Incentive Plan, as amended; and (c) the Company’s 2015 Stock Incentive Plan, as amended;

  • Stock Split means any kind of stock split in relation to the Shares, including a free share distribution to the holders of Shares, a stock dividend or a sub-division of Shares;

  • Acquisition Shares means the shares of an Acquiring Fund to be issued to the corresponding Target Fund in a reorganization under this Agreement.

  • Merger Effective Time shall have the meaning assigned to the term “Effective Time” in the Merger Agreement.

  • Effective Time has the meaning set forth in Section 2.2.

  • Fully Diluted Company Shares means the total number of issued and outstanding shares of Company Common Stock, (a) after giving effect to the Company Preferred Stock or otherwise treating shares of Company Preferred Stock on an as-converted to Company Common Stock basis, and (b) treating all outstanding in-the-money Specified Company Warrants as fully vested and as if the Specified Company Warrants had been exercised for cash as of the Effective Time, but for the avoidance of doubt excluding any Company Securities described in Section 1.11(b).

  • Additional Shares of Common means all shares of Common Stock issued (or, pursuant to Section 3(e)(iii), deemed to be issued) by the Corporation after the Original Issue Date, other than shares of Common Stock issued or issuable:

  • Cash Merger Consideration has the meaning set forth in Section 2.5.

  • Final Merger Consideration has the meaning set forth in Section 2.10(b)(ii)(D).

  • Common Stock Consideration has the meaning set forth in Section 1.6(b).

  • Company Capital Stock means the Company Common Stock and the Company Preferred Stock.