Prohibited Shares definition

Prohibited Shares means shares held by Non-Qualified Holders;
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Prohibited Shares means shares declared as such by the Board in accordancewith Article 37.3;
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Prohibited Shares means shares declared as such by the Directors in accordance with Article 163.3 or Article 163.4;
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Examples of Prohibited Shares in a sentence

  • Upon demand by the Corporation, the Purported Acquiror shall transfer any certificate or other evidence of purported ownership of Prohibited Shares within the Purported Acquiror’s possession or control, along with any dividends or other distributions paid by the Corporation with respect to any Prohibited Shares that were received by the Purported Acquiror (the “ Prohibited Distributions”), to such Person as the Corporation shall designate to act as transfer agent for such Prohibited Shares (the “Agent”).

  • Any purported transfer of the Prohibited Shares by the Purported Acquiror other than a transfer described in one of the two preceding sentences shall not be effective to transfer any ownership of the Prohibited Shares.

  • Any purported transfer of Prohibited Shares by the Purported Acquiror other than a transfer described in one of the first two sentences of this subparagraph (a) shall not be effective to transfer any ownership of such Prohibited Shares.

  • The Company may register or cause the registration of the transferee as holder of the Prohibited Shares and thereupon the transferee shall become absolutely entitled thereto.

  • Further, the holder shall repay the Company any amounts distributed to such holder by the Company during the time such holder held Prohibited Shares.

  • If at any time the holding or beneficial ownership of any shares in the Company by any person (whether on its own or taken with other shares), in the opinion of the Board, would or might give rise to an Onerous Obligation, then the Board may by written notice to the holder of such shares declare such holder to be a Non- Qualified Holder and declare that the shares which are held by such holder shall be regarded as Prohibited Shares.

  • On and after the date of such Transfer Notice, and until registration of a transfer of the Prohibited Shares to which it relates pursuant to the provisions referred to in this paragraph or Article 39.3 (b), the rights and privileges attaching to the Prohibited Shares will be suspended and not capable of exercise.

  • If the Purported Acquiror fails to surrender the Prohibited Shares within the next 30 business days from demand by Company, then the Company will institute legal proceedings to compel the surrender.

  • In no event shall any such amounts described in the preceding sentence inure to the benefit of the Corporation or the Agent, but such amounts may be used to cover expenses incurred by the Agent in connection with its duties under this paragraph (b) with respect to the related Prohibited Shares.

  • Upon a determination by the Corporation that there has been or is threatened a purported transfer of Prohibited Shares to a Purported Acquiror, the Corporation may take such action in addition to any action permitted by the preceding paragraph as it deems advisable to give effect to the provisions of this Article Twelve, including, without limitation, refusing to give effect on the books of this Corporation to such purported transfer or instituting proceedings to enjoin such purported transfer.


More Definitions of Prohibited Shares

Prohibited Shares means each Share of the Trust the transfer of which is restricted by subparagraph (a) (i) (1);
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Prohibited Shares means shares declared as such by the board in accordance with Article 137.3137.3136.3 or Article 137.4137.4136.4.
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Prohibited Shares means shares declared as such by the Board in accordance with Article 43;
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Prohibited Shares means shares declared as such by the board in accordance with Article 136.3 or Article 136.4.
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Related to Prohibited Shares

  • Interested Shares means Shares that are beneficially owned by:

  • Controlled Shares in reference to any person means all shares of the Company directly, indirectly or constructively owned by such person as determined pursuant to Section 958 of the Code.

  • Prohibited Preferred Stock means any Preferred Stock that by its terms is mandatorily redeemable or subject to any other payment obligation (including any obligation to pay dividends, other than dividends of shares of Preferred Stock of the same class and series payable in kind or dividends of shares of common stock) on or before a date that is less than 1 year after the Maturity Date, or, on or before the date that is less than 1 year after the Maturity Date, is redeemable at the option of the holder thereof for cash or assets or securities (other than distributions in kind of shares of Preferred Stock of the same class and series or of shares of common stock).

  • Vested Shares means "Vested Shares" as defined in the Award Agreement.

  • Plan Shares means shares of Common Stock held in the Trust which are awarded or issuable to a Participant pursuant to the Plan.

  • Covered Shares means, with respect to the Shareholder, (i) the Existing Shares, together with (ii) any shares of Common Stock or other voting capital stock of the Company and any securities convertible into or exercisable or exchangeable for shares of Common Stock or other voting capital stock of the Company, in each case under this clause (ii) that such Shareholder acquires Beneficial Ownership of on or after the date hereof.

  • Full Entitlement Share(s) shall have the respective meanings set forth in Section 2.12.

  • Listed Shares means shares which are traded or listed on an approved stock exchange;

  • Restricted Shares shall have the respective meanings set forth in Section 2.14.

  • Award Shares means Shares covered by an outstanding Award or purchased under an Award.

  • Participating Shares means shares that entitle their holders to participate without limitation in distributions.

  • Optioned Shares means the common shares of the Company, issuable on exercise of the Option; and

  • Company Stock Options shall have the meaning given to such term in Section 3.3(a) hereof.

  • Unvested Shares means "Unvested Shares" as defined in the Award Agreement.

  • Subject Shares means that number of Shares set forth on the Securityholder’s signature page attached to this Agreement, being all of the Shares owned legally or beneficially, either directly or indirectly, by the Securityholder or over which the Securityholder exercises control or direction, either directly or indirectly, and shall further include any Shares issued upon the conversion, exercise or vesting, as applicable, of Convertible Securities or otherwise acquired by the Securityholder after the date hereof.

  • Option Shares shall have the meaning ascribed to such term in Section 2.2(a).

  • Restricted Share Units means an Award which may be earned in whole or in part upon the passage of time or the attainment of performance criteria established by the Administrator and which may be settled for cash, Shares or other securities or a combination of cash, Shares or other securities as established by the Administrator.

  • Owned Shares means the Company Common Shares Beneficially Owned by the Shareholder as of the applicable record date (including any Company Common Shares that the Shareholder may acquire after the date hereof) for which the Shareholder has sole voting power.

  • RSU Shares means shares of Common Stock that underlie an RSU.

  • Dividend Shares means the shares of Common Stock issuable in payment of dividends payable on the Preferred Shares in accordance with the terms of the Certificate of Designation.

  • Parent Stock Option means any option to purchase Parent Common Stock granted under any Parent Stock Plan.

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

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

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

  • 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.

  • Company Stock Option means any option to purchase Company Common Stock granted under any Company Stock Plan.