New VMTP Shares definition

New VMTP Shares has the meaning set forth in the preamble to this Agreement.
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New VMTP Shares has the meaning set forth in the recitals to this Agreement.
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Examples of New VMTP Shares in a sentence

  • All consents, licenses, approvals, validations and authorizations of, and registrations, validations or declarations by or with, any shareholder, court or any governmental agency, bureau or agency required to be obtained in connection with the execution, delivery, performance, validity or enforceability of this Agreement and the other Related Documents (including the New VMTP Shares) by or against the Fund have been obtained and are in full force and effect.

  • The Fund shall continue to maintain its existence as a business trust under the laws of the Commonwealth of Massachusetts, with full right and power to issue the New VMTP Shares and to execute, deliver and perform its obligations under this Agreement and each Related Document.

  • The Fund will qualify as a “regulated investment company” within the meaning of Section 851(a) of the Code and the dividends made with respect to the New VMTP Shares will qualify as “exempt interest dividends” to the extent they are reported as such by the Fund and permitted by Section 852(b)(5)(A) of the Code.

  • The Fund shall use the net proceeds from the sale of New VMTP Shares pursuant to Section 2.1(a)(2) hereof to increase the Fund’s leverage ratio by investing in accordance with the Fund’s investment policies.

  • The Fund shall comply with all laws, ordinances, orders, rules and regulations that may be applicable to it if the failure to comply could have a material adverse effect on the Fund’s ability to pay or otherwise perform when due its obligations under this Agreement, any of the New VMTP Shares, or any of the other Related Documents.

  • The Fund is existing and in good standing as a voluntary association with transferable shares of beneficial interest commonly known as a “Massachusetts business trust,” under the laws of the Commonwealth of Massachusetts, with full right and power to issue the New VMTP Shares, and to execute, deliver and perform its obligations under this Agreement and each Related Document.

  • Banc of America acknowledges that it has sole responsibility for its own due diligence investigation and its own investment decision relating to the Exchange and the New VMTP Shares.

  • The Fund agrees to maintain settlement of the New VMTP Shares in global book entry form through the Securities Depository or such other clearance system acceptable to Banc of America.

  • The Fund shall comply with all laws, ordinances, orders, rules and regulations that may be applicable to it if the failure to comply could have a material adverse effect on the Fund’s ability to pay when due its obligations under this Agreement, any of the New VMTP Shares, or any of the other Related Documents.

  • The New VMTP Shares have been duly authorized and, when issued in the Exchange as contemplated by this Agreement, will be validly issued by the Fund and are fully paid and nonassessable, except that, as described in the Offering Memorandum, Shareholders of a Massachusetts business trust may under certain circumstances be held liable for its obligations, and are free of any pre-emptive or similar rights.

Related to New VMTP Shares

  • VMTP Shares means Variable Rate MuniFund Term Preferred Shares, $0.00001 par value per share, liquidation preference $100,000 per share plus an amount equal to accumulated but unpaid dividends thereon (whether or not earned or declared), of the Trust. The preferences, voting powers, restrictions, limitations as to dividends, qualifications, and terms and conditions of redemption of each series of VMTP Shares are set forth in the VMTP Shares Statement.

  • Coop Shares Shares issued by a Cooperative Corporation.

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

  • Common Shares means the common shares in the capital of the Corporation;

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

  • SpinCo Shares means the shares of common stock, par value $0.01 per share, of SpinCo.

  • Common Warrant Shares means the shares of Common Stock issuable upon exercise of the Common Warrants.

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

  • Parent Shares means the shares of common stock, par value $1.00 per share, of Parent.

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

  • DWAC Shares means shares of Common Stock that are (i) issued in electronic form, (ii) freely tradable and transferable and without restriction on resale and (iii) timely credited by the Company to the Investor’s or its designee’s specified Deposit/Withdrawal at Custodian (DWAC) account with DTC under its Fast Automated Securities Transfer (FAST) Program, or any similar program hereafter adopted by DTC performing substantially the same function.

  • Initial Shares means all of the outstanding shares of Common Stock issued prior to the consummation of the Company’s initial public offering.

  • Lock-Up Shares has the meaning set forth in Section 4.1.

  • B Shares means a participating share of no par value in the capital of the Fund, denominated in Euro(s);

  • A Shares means shares issued by companies incorporated in the PRC and listed on the SSE or the SZSE, traded in RMB and available for investment by domestic investors through Stock Connect.

  • Buyer Shares means the common stock, with a par value of $0.0001 per share, of Buyer.

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

  • Subscription Shares has the meaning ascribed to it in Section 2.1.

  • Closing Shares shall have the meaning ascribed to such term in Section 2.1(a)(i).

  • 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.

  • Earnout Shares has the meaning set forth in Section 3.6(a).

  • Public Shares means the Ordinary Shares included in the Units issued in the Public Offering; (vi) “Trust Account” shall mean the trust account into which a portion of the net proceeds of the Public Offering and the sale of the Private Placement Warrants shall be deposited; (vii) “Transfer” shall mean the (a) sale of, offer to sell, contract or agreement to sell, hypothecate, pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position or liquidation with respect to or decrease of a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder with respect to, any security, (b) entry into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any security, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (c) public announcement of any intention to effect any transaction specified in clause (a) or (b); and (viii) “Charter” shall mean the Company’s Amended and Restated Memorandum and Articles of Association, as the same may be amended from time to time.

  • Subco Shares means the common shares in the capital of Subco.

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

  • Buyer Stock means the common stock, par value $0.0001 per share, of Buyer.

  • Founder Shares shall have the meaning given in the Recitals hereto and shall be deemed to include the shares of Common Stock issuable upon conversion thereof.