PWM Exchange Shares definition

PWM Exchange Shares means all of the issued and outstanding shares of Health Forward as of the Closing. For the avoidance of doubt, the shares of Health Forward to be issued in connection with the Debt Conversion shall constitute a portion of the PWM Exchange Shares.
Sample 1

Examples of PWM Exchange Shares in a sentence

  • CBPO is acquiring the PWM Exchange Shares for investment for its own account and not with a view to the distribution thereof in violation of the Securities Act.

  • The PWM Exchange Shares constitute all of the issued and outstanding share capital of Health Forward, all of which have been duly authorized, validly issued and are fully paid and non-assessable.

  • Upon transfer of the PWM Exchange Shares at the Closing, CBPO will acquire good and valid title to all of the PWM Exchange Shares, free and clear of any Liens (other than Permitted Liens).

  • Upon the terms and subject to the conditions of this Agreement, at the Closing, PWM agrees to sell to CBPO the PWM Exchange Shares, and in exchange therefor, CBPO agrees to issue and sell to PWM the CBPO Exchange Shares, in each case, free and clear of all Liens (other than Permitted Liens) and with all rights attaching on and from the Closing.

  • CBPO understands that (a) the PWM Exchange Shares have not been registered under the Securities Act or any state securities Laws and (b) the PWM Exchange Shares may not be sold unless such disposition is registered under the Securities Act and applicable state securities Laws or is exempt from registration thereunder.

  • PWM owns the PWM Exchange Shares, beneficially and of record, free and clear of any Liens (other than Permitted Liens).

  • CBPO acknowledges that it (a) can bear the economic risk of its investment in the PWM Exchange Shares, and (b) has such knowledge and experience in financial or business matters that it is capable of evaluating the merits and risks of the investment in the PWM Exchange Shares.

Related to PWM Exchange Shares

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

  • Purchased Securities has the meaning assigned in the Terms;

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

  • 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.

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

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

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

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

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

  • Purchased Units means, with respect to a particular Purchaser, the number of Common Units set forth opposite such Purchaser’s name under the column titled “Purchased Units” set forth on Schedule A hereto.

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

  • 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.

  • Acquisition Shares means the shares of an Acquiring Fund to be issued to the corresponding Target Fund in a reorganization under this Agreement.

  • Subscribed Shares means, as of any date of determination, the Subscribed Shares (as defined in the recitals to this Subscription Agreement) and any other equity security issued or issuable with respect to the Subscribed Shares by way of stock split, dividend, distribution, recapitalization, merger, exchange, or replacement, and (ii) “Subscriber” shall include any person to which the rights under this Section 5 shall have been duly assigned.

  • Settlement Shares With respect to any Settlement Date, a number of Shares, not to exceed the Base Amount, designated as such by Party B in the related Settlement Notice or by Party A pursuant to “Termination Settlement” below; provided that on the Maturity Date the number of Settlement Shares shall be equal to the Base Amount on such date.

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

  • Relevant Shares means ordinary share capital of the Approved Entity that constitutes equity share capital or the equivalent (or depositary or other receipts representing the same) which is listed and admitted to trading on a Regulated Market.

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

  • Closing Shares shall have the meaning ascribed to such term in Section 2.1(a)(i).

  • Subscription Shares has the meaning ascribed to it in Section 2.1.

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

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

  • Released Securities means Shares of Restricted Stock with respect to which all applicable restrictions have expired, lapsed, or been waived.

  • Coop Shares Shares issued by a Cooperative Corporation.

  • Exchanged Shares has the meaning ascribed thereto in Section 2.1.