Offshore Shares definition

Offshore Shares means (i) the shares of Offshore Common Stock and Offshore Preferred Stock or (ii) units comprised of such shares.
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Offshore Shares means any shares of a Key Holder, whether now existing or subsequently issued.
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Offshore Shares means those Offered Shares sold outside the United States;
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Examples of Offshore Shares in a sentence

  • The Company and Offshore shall take all such other action as may be necessary or appropriate under the securities laws of the United States in connection with the Rights Offering to permit the Rights and the Offshore Shares to be offered and sold as provided herein.

  • Great Point is the investment manager of Lyrical Offshore, and by virtue of such status may be deemed to be the beneficial owner of the Lyrical Offshore Shares.

  • The Company and Offshore shall take all such action as may be necessary or appropriate under the securities or blue sky laws of states or other political subdivisions of the United States in connection with the Rights Offering to permit the offering and sale of the Rights and the Offshore Shares as provided herein.

  • Offshore may prepare and file an application to effect the listing of the Offshore Shares on the Nasdaq National Market.

  • Each of Dr. Jay, as senior managing member of Great Point, and Mr. Kroin, as special managing member of Great Point, has voting and investment power with respect to the Lyrical Offshore Shares, and therefore may be deemed to be the beneficial owner of the Lyrical Offshore Shares.

  • Buyer will not, directly or indirectly, offer, transfer, sell, assign, pledge, hypothecate or otherwise dispose of any of the LAIF UP Offshore Shares (or solicit any offers to buy, purchase, or otherwise acquire any of the LAIF UP Offshore Shares), except in compliance with the Securities Act.

  • The Purchaser is duly organized, validly existing and in good standing under the laws of jurisdiction of its operation or establishment, and has all requisite power and authority to acquire the Purchased Offshore Shares.

  • In reliance on the investment representations contained in Sections 3.7 and 3.8, the offer, issuance, sale and delivery of the UP Offshore Shares, as provided in this Agreement, are exempt from the registration requirements of the Securities Act and all applicable state securities laws, and are otherwise in compliance with such laws.

  • All corporate action on the part of the Company necessary for the authorization, execution and delivery of each Transaction Document, the authorization, issuance and delivery of all of the Purchased Offshore Shares, the consummation of other transactions contemplated by the Transaction Documents and the performance of its obligations under each Transaction Document, has been taken or will be taken prior to the Closing.

  • Buyer is acquiring the LAIF UP Offshore Shares for its own account, for investment purposes and not with a view to its distribution within the meaning of the Securities Act and the rules and regulations promulgated thereunder.


More Definitions of Offshore Shares

Offshore Shares means (i) the shares of Offshore Common Stock and Offshore Preferred Stock or (ii) units comprised of such shares. "Prospectus" shall mean the prospectus(es) to be distributed to the holders of Company Common Stock in connection with the Rights Offering. "Record Date" shall mean the record date for the Distribution fixed by the Company's Board of Directors or any committee thereof. "Redemption Agreement" shall mean the Redemption Agreement dated the date hereof between Leviathan and Offshore. B-2 3 "Registration Statement" shall mean the registration statement(s) registering the offering and sale of the Rights and the Offshore Shares pursuant to the Rights Offering. "RIGCO" shall mean RIGCO North America, L.L.C., a Delaware limited liability company. "Rig Distribution" shall have the meaning ascribed to it in Section 3.2 hereof. "Securities Act" shall mean the Securities Act of 1933, as amended. "Senior Preferred Stock" shall mean the 9% Senior Convertible Preferred Stock, par value $0.01 per share, of Offshore. "Subordinated Note" shall mean the Company's Senior Subordinated Note dated January 23, 1997 payable to Hare & Co. "Tathxx Xxxthers" shall mean Tathxx Xxxthers, L.L.C., a Delaware limited liability company. "Tax" shall have the meaning ascribed to it in the Tax Sharing Agreement. "Tax Sharing Agreement" shall have the meaning ascribed to it in the Merger Agreement. Other capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Merger Agreement. 2.
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Related to Offshore Shares

  • Offshore Global Note means a Global Note representing Notes issued and sold pursuant to Regulation S.

  • Exchange Shares has the meaning set forth in Section 2.01(b).

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

  • Offshore Physical Notes has the meaning provided in Section 2.01.

  • Offshore Transaction Any “offshore transaction” as defined in Rule 902(h) of Regulation 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.

  • Consideration Shares shall have the meaning set forth in Section 2.7(c).

  • Offshore waters means marine waters of the Pacific Ocean

  • Rule 144A Securities means all Initial Securities offered and sold to QIBs in reliance on Rule 144A.

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

  • Commitment Shares shall have the meaning set forth in Section 12.04.

  • Approved Securities means securities of any State Government or of the Central Government and such bonds, both the principal whereof and the interest whereon shall have been fully and unconditionally guaranteed by any such Government;

  • Private Placement Shares shall have the meaning given in the Recitals hereto.

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

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

  • Purchase Shares has the meaning set forth in Section 2.2(a) hereof.

  • CHESS Approved Securities means securities of the Company for which CHESS approval has been given in accordance with the ASX Settlement Operating Rules;

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

  • Conversion Shares means, collectively, the shares of Common Stock issuable upon conversion of the shares of Preferred Stock in accordance with the terms hereof.

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

  • Regulation S Investor With respect to a transferee of a Regulation S Global Certificate, a transferee that acquires such Certificate pursuant to Regulation S.

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

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

  • Temporary Offshore Global Note means an Offshore Global Note that bears the Temporary Offshore Global Note Legend.

  • Offering Shares means the shares of Common Stock issued to the Purchasers pursuant to the Subscription Agreements, and any shares of Common Stock issued or issuable with respect to such shares upon any stock split, dividend or other distribution, recapitalization or similar event with respect to the foregoing.

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