Open Market Shares definition

Open Market Shares means Common Stock constituting the Investment that ESAS shall purchase in the open market as described in Section 5.20.

Open Market Shares means the Target Shares purchased by Bidco (or any Affiliate thereof) in the open market prior to the Unconditional Date.

Open Market Shares means the 6,100 shares of common stock identified on Attachment A hereto as the Open Market Shares that were purchased by you on the open market, and (iii) the “General Shares” means all shares of common stock of the Company shown on Attachment A (including Founders Stock and Restricted Shares) and all shares issued or issuable pursuant to the Stock Options or the Warrants, provided that General Shares shall not include the Special Option Shares, the Open Market Shares or the portion of the Restricted Shares that are being cancelled pursuant hereto,. Notwithstanding anything to the contrary contained herein, none of the Warrants and none of the General Shares and none of the Special Option Shares, may be sold, exercised, negotiated, transferred, pledged, hypothecated, assigned or otherwise disposed of or made subject to any hedging or other transaction or position that reduces the economic risk of ownership (except (i) to your estate and heirs upon your death or (ii) after a Change in Control (as defined on Attachment C)) before December 6, 2007, provided that such limitation on sale or transfer shall lapse on a cumulative basis, with respect to (A) one-third of the General Shares and one-third of the Special Option Shares on December 6, 2005, (B) an additional one-third of the General Shares and an additional one-third of the Special Option Shares on December 6, 2006, and (C) the remaining one-third of the General Shares and the remaining one-third of the Special Option Shares on December 6, 2007, and provided further, that the foregoing shall not preclude you from engaging in a hedging or similar transaction involving broad market indexes or stock other than stock of the Company nor preclude you from tendering your stock in any tender offer that, if consummated, would result in a Change in Control of the Company. The limitations described in the preceding sentence shall apply to you, the LLC and the Trust as a single unit, without regard to which party (you, the LLC or the Trust) sells its shares first. Nothing in this Agreement shall be deemed to extend the original term of the Stock Options or Warrants. For purposes of this Section 4(d), a sale of a Warrant is deemed to be a sale of the number of shares of common stock underlying such Warrant. There are no limitations under the provisions of this Agreement on your sale of the Open Market Shares.

Examples of Open Market Shares in a sentence

• With respect to each of the Warrant Shares, Initial Open Market Shares and Additional Open Market Shares, such terms shall include, in each case, any shares of Company Common Stock or other securities of the Company received by the Investors as a result of any stock split, stock dividend or distribution, other subdivision, reorganization, reclassification or similar capital transaction.

• We have agreed to pay Jefferies commissions for its services in acting as agent in the sale of the Open Market Shares in the amount of up to 3.0% of gross proceeds from the sale of the Open Market Shares pursuant to the Open Market Sale Agreement.

• A Recipient’s right to Open Market Shares pursuant to settlement of a Plan Award of Restricted Stock Units or Performance Units shall not be satisfied by Walmart’s delivery of Shares but rather Walmart or an Affiliate shall purchase the Shares on the open market on behalf of the Recipient by forwarding cash to an independent broker who will in turn purchase the Shares on the open market on behalf of the Recipient.

• The Committee may set limits on the amount of withholding to be satisfied through withholding of Shares; e.g., the Committee may require that only the minimum withholding be satisfied in Shares, and may prohibit withholding from Open Market Shares or using a particular method if necessary or advisable in a particular country.

• The Asset Manager understands that the Restricted Shares and Open Market Shares, characterized as “restricted securities” under the U.S. federal securities laws inasmuch as they are being acquired from NRE in a transaction not involving a public offering and that under such laws and applicable regulations such securities may be resold without registration under Securities Act only in certain limited circumstances.

More Definitions of Open Market Shares

Open Market Shares means the shares in the capital of Target purchased by Riki (or any Affiliate thereof) prior to the Unconditional Date (including any such shares represented by Target's American Depositary Shares).

Open Market Shares means Shares purchased on the open market by the Purchasing Agent for distribution under the Plan.

Open Market Shares means the purchase of Shares by the Borrower in the open market prior to the Unconditional Date.

Open Market Shares means the Shares (including any such Shares represented by Depositary Shares) purchased by PGH (or any Affiliate thereof) in the open market prior to the Unconditional Date.

Open Market Shares means the shares (if any) in the capital of TEG purchased by PGH (or any Affiliate thereof) prior to the Unconditional Date (including any such shares represented by TEG's American Depositary Shares).

Open Market Shares shall have the meaning set forth in the Recitals hereto.

Open Market Shares means those Shares acquired in the open market by or on behalf of an Eligible Employee who has elected to apply a portion of the post-tax STI proceeds paid to him/her in respect of the prior financial year to the acquisition of Shares, but limited to Shares acquired in the open market for an aggregate price up to a maximum amount equal to 25% of his/her Annual LTI Allocation;