OCV Shares definition

OCV Shares means the 2,674,252 restricted common shares in the capital of the Purchaser to be issued to the Vendors at Closing (at a deemed value of U.S.$0.25 per OCV Share) in exchange for the Shares pursuant to Section 3.1 of this Agreement;

Examples of OCV Shares in a sentence

  • Notwithstanding Section 3.6 of the Share Purchase Agreement, only 50% of the OCV Shares held by Xxxxxx Xxxxxxx, Xxxxx Xxxxxx and Xxxxxx Xxxxx shall be placed in and shall be subject to the terms of the Indemnity Fund established pursuant to Section 19 of the Share Purchase Agreement.

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  • Assessable The OCV Shares will be issued from the treasury of the Purchaser as fully paid and non-assessable shares and shall be free and clear of all liens, charges and encumbrances, except as set forth herein.

  • The Vendors acknowledge that the OCV Shares, the Share Purchase Warrants and any shares to be issued upon exercise of the Share Purchase Warrants have not been and will not be registered or qualified under federal, state ("Blue Sky") or provincial securities laws of any jurisdiction and are being issued pursuant to exemptions from registration contained in the Securities Act (British Columbia) (the "B.C. Securities Act") and the United States Securities Act of 1933, as amended (the "1933 Act").

  • The total amount of Losses for which the Indemnified Parties shall be entitled to indemnification from the Indemnifying Parties shall not exceed the aggregate of all of the OCV Shares.

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  • The Vendors and the Purchaser each acknowledge that such Losses, if any, would relate to unresolved contingencies existing at the Effective Date which, if resolved at the Effective Date, would have led to a reduction in the number of OCV Shares.

  • The Purchaser is a "reporting issuer" as defined in the B.C. Securities Act and as a consequence the OCV Shares and the Share Purchase Warrants are restricted from transfer and may only be sold by residents of the Province of British Columbia in accordance with the rules and regulations of the B.C. Securities Act.

  • Subject to the terms and conditions of this Agreement and based on the representations and warranties of the Vendors set forth in this Agreement, on the Closing Date all of the Vendors will sell, assign and transfer to the Purchaser and the Purchaser will purchase from all, but not less than all, of the Vendors all, but not less than all, of the Shares in exchange for 2,674,252 common shares in the capital of the Purchaser (the "OCV Shares') and 100,000 Share Purchase Warrants.

Related to OCV Shares

  • ASA Shares has the meaning set forth in 2.4(a).

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

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

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

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

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

  • Sold Shares shall have the meaning specified in Section 6.

  • H Shares means the overseas-listed foreign invested shares in the share capital of the Company with a nominal value of RMB1.00 each, which are subscribed for and traded in Hong Kong Dollars;

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

  • Purchased Shares has the meaning set forth in Section 2.01.

  • Coop Shares Shares issued by a Cooperative Corporation.

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

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

  • 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.

  • 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.

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

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

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

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

  • Transferred Shares means all or any portion of a Member’s Shares that the Member seeks to Transfer.

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

  • Sale Shares shall have the meaning given to it in Recital (B);

  • 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;

  • Holdco Shares means the ordinary shares of HoldCo with a par value of US$0.0001 per share.

  • 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.

  • Purchased Stock means a right to purchase Common Stock granted pursuant to Article IV of the Plan.