PE Shares definition

PE Shares means 69,613,389 Shares held by Premier Education or its transferee (including Parent).
Sample 1Sample 2Sample 3
PE Shares means the 19.9% of the outstanding shares of common stock of Newco to be issued to PE pursuant to Section 2 of this Agreement.
Sample 1

Examples of PE Shares in a sentence

  • The PE Shares have been duly authorized, and, when issued in accordance with the provisions of this Agreement, will be validly issued, fully paid and nonassessable.

  • PE understands that the PE Shares to be purchased have not been registered under the Securities Act by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of such PE's representations as expressed herein.

  • The PE Shares have been duly authorized, validly issued, fully paid and nonassessable, and have not been issued in violation of any preemptive right of stockholders.

  • All corporate action on the part of Quantech, its officers, directors and stockholders necessary for the authorization, execution, delivery and performance of this Agreement, and on the part of Newco, and its officers, directors and stockholders necessary for the authorization, execution, delivery and performance of this Agreement and the Newco License, and the issuance of the PE Shares, has been taken or will be taken prior to the execution and delivery of such agreements and issuance of the PE Shares.

  • If for any reason the Merger fails to occur but the Purchase and Sale Closing contemplated by Article II has already taken place, then each of the parties hereto shall promptly take all such actions as are necessary to unwind the purchase and sale of the PE Shares at the Purchase and Sale Closing and restore each such party to the position it was in as if the Purchase and Sale Closing had not occurred.

  • At the time of issuance of the PE Shares, there shall be no options, warrants, conversion privileges or other rights presently outstanding to purchase or otherwise acquire any authorized but unissued shares of the capital stock or other securities of Newco, nor any agreements or understandings with respect thereto.

  • PE has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of the purchase of the PE Shares pursuant to this Agreement and of protecting PE's interests in connection therewith.

  • There shall not be any court decision, order or injunction by any court or other governmental body that makes the purchase and sale of the PE Shares contemplated hereby illegal or otherwise prohibited.

  • On the date of issuance of the PE Shares, Newco shall have no subsidiaries or affiliated companies (except Quantech and PE) and shall not otherwise own or control, directly or indirectly, or have any ownership interest in, any other corporation, association, joint venture, business entity or partnership.

  • The Company is and will be acquiring the PE Shares for investment purposes only and not with a view to distribution.

Related to PE Shares

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

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

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

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

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

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

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

  • Coop Shares Shares issued by a Cooperative Corporation.

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

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

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

  • Series B Preferred Shares means the Series B Preferred Shares of the Company, par value US$0.0001 per share.

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

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

  • Purchase Shares has the meaning set forth in Section 2.1.

  • Subscriber Shares means the Shares which the subscribers to the Instrument of the ICAV agree to subscribe for as more particularly hereinafter set forth after their names.

  • Preferred Shares means shares of Series A Junior Participating Preferred Stock, par value $.01 per share, of the Company having the rights and preferences set forth in the Form of Certificate of Designations attached to this Agreement as Exhibit A.

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

  • A Shares means a participating share of no par value in the capital of the Fund, denominated in US Dollars;

  • Unit Shares means the Common Shares comprising part of the Units;

  • 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.

  • 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).

  • Series C Preferred Shares means the Company’s series C preferred shares, par value US$0.00001 per share.

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

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