Qualifying Holdco Shares definition

Qualifying Holdco Shares means all of the shares in the capital of a Qualifying Holdco at the Effective Time;
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Qualifying Holdco Shares has the meaning ascribed thereto in Section 2.13(a)(v);
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Qualifying Holdco Shares has the meaning ascribed thereto in Section 2.13(a)(v) of the Arrangement Agreement;
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Examples of Qualifying Holdco Shares in a sentence

  • This Plan of Arrangement shall become effective at, and be binding at and after, the Effective Time on: (i) the Corporation; (ii) the Purchaser; (iii) all registered holders and all beneficial owners of Corporation Shares; (iv) all registered holders and all beneficial owners of Qualifying Holdco Shares; (v) the registrar and transfer agent in respect of the Corporation Shares; and (vi) the Depositary.

  • In addition, West Fraser has agreed pursuant to the Arrangement Agreement to allow Norbord Shareholders to elect a Holdco Alternative whereby they may transfer their Norbord Shares to a Qualifying Holdco in exchange for Qualifying Holdco Shares and then sell the Qualifying Holdco Shares to West Fraser in lieu of a direct sale of Norbord Shares, provided certain conditions set out in the Arrangement Agreement and described in this Norbord Circular are met.

  • For the purposes of this guidance, ‘standard equipment’ refers to equipment which is suitable in design for a range for residents.

  • As consideration for the Qualifying Holdco Shares, a Qualifying Holdco Shareholder will be entitled to receive from West Fraser the same consideration such holder would have otherwise received if such holder had not elected the Holdco Alternative.

  • Norbord Shareholders who wish to avail themselves of the Holdco Alternative should not use this Letter to deposit Qualifying Holdco Shares under the Holdco Alternative.

  • Any exchange or transfer of Company Shares, Qualifying Holdco Shares or Equity Awards pursuant to this Plan of Arrangement shall be free and clear of any Liens or other claims of third parties of any kind.

  • Brookfield unconditionally and irrevocably guarantees and covenants and agrees to be jointly and severally liable with the Purchaser for the due and punctual performance of each and every obligation of the Purchaser arising under this Agreement and the Plan of Arrangement, including payment for any Corporation Shares and Qualifying Holdco Shares to be acquired pursuant to the Plan of Arrangement and payment to Dissenting Shareholders in accordance with the Plan of Arrangement.

  • The Shaw Family Holdco Share Consideration in respect of each Qualifying Holdco, including the portion satisfied by cash and the portion satisfied by Purchaser Shares for each Qualifying Holdco Share, shall be allocated amongst the Qualifying Holdco Shares of such Qualifying Holdco in a manner consistent with the Section 85 Election provided for in Section 2.6 of the Plan of Arrangement or as may otherwise be agreed by the relevant Shaw Family Shareholders and the Purchaser, acting reasonably.

  • Amin/Bodurtha consider three sources of risk under the risk-adjusted probability measure Q (“equivalent martingale measure”), namely domestic term structure risk, foreign term structure risk and exchange rate risk.


More Definitions of Qualifying Holdco Shares

Qualifying Holdco Shares means a share in the share capital of a Qualifying Holdco.
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Qualifying Holdco Shares means shares in the capital of a Qualifying Holdco;
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Qualifying Holdco Shares has the meaning ascribed thereto in Section 2.13(a)(v); “RBC” means RBC Dominion Securities Inc.;
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Qualifying Holdco Shares means all of the shares in the capital of a Qualifying Holdco at the Effective Time; “Record Date” means the close of business on April 6, 2021;
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Related to Qualifying Holdco Shares

  • Qualifying Shares means shares of Common Stock which either (i) have been owned by the Grantee for more than six (6) months and have been “paid for” within the meaning of Rule 144 promulgated under the Securities Act, or (ii) were obtained by the Grantee in the public market.

  • Holdco Shares means the ordinary shares of HoldCo with a par value of US$0.0001 per share.

  • qualifying holding means a direct or indirect holding in an undertaking which represents 10 % or more of the capital or of the voting rights or which makes it possible to exercise a significant influence over the management of that undertaking;

  • Qualifying Holder shall have the meaning ascribed thereto in Section 12 hereof.

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

  • Qualifying Warrants means net share settled warrants to purchase Common Stock that have an exercise price greater than the current Market Value of the issuer’s Common Stock as of their date of issuance, that do not entitle the issuer to redeem for cash and the holders of such warrants are not entitled to require the issuer to repurchase for cash in any circumstance.

  • SpinCo Shares means the shares of common stock, par value $0.01 per share, of SpinCo.

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

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

  • Co-op Shares Shares issued by private non-profit housing corporations.

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

  • 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.

  • Qualifying Equity Interests means Equity Interests of the Company other than Disqualified Stock.

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

  • Company Securities has the meaning set forth in Section 3.02(b)(ii).

  • Merger Shares has the meaning set forth in Section 2.2(c).

  • Coop Shares Shares issued by a Cooperative Corporation.

  • Qualifying Preferred Stock means non-cumulative perpetual preferred stock of the Corporation that (a) ranks pari passu with or junior to all other preferred stock of the Corporation, and (b) either (x) is subject to a Qualifying Replacement Capital Covenant or (y) is subject to Intent-Based Replacement Disclosure and has a provision that prohibits the Corporation from paying any dividends thereon upon its failure to satisfy one or more financial tests set forth therein, and (c) as to which the transaction documents provide for no remedies as a consequence of non-payment of dividends other than Permitted Remedies.

  • Qualified shares means all shares entitled to be voted with respect to the transaction except for shares that the secretary or other officer or agent of the corporation authorized to count votes either knows, or under subsection 4 is notified, are held by:

  • Offer Shares shall have the meaning ascribed to it in Section 2.4.1.

  • New Ordinary Shares means the new Ordinary Shares arising on Conversion of the C Shares;

  • Rollover Shares has the meaning given in the recitals.

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

  • Fully Diluted Company Shares means the total number of issued and outstanding shares of Company Common Stock, (a) after giving effect to the Company Preferred Stock or otherwise treating shares of Company Preferred Stock on an as-converted to Company Common Stock basis, and (b) treating all outstanding in-the-money Specified Company Warrants as fully vested and as if the Specified Company Warrants had been exercised for cash as of the Effective Time, but for the avoidance of doubt excluding any Company Securities described in Section 1.11(b).

  • Stock Election Shares shall have the meaning set forth in Section 3.2.1.

  • Public Shares means the Ordinary Shares included in the Units issued in the Public Offering; (vi) “Trust Account” shall mean the trust account into which a portion of the net proceeds of the Public Offering and the sale of the Private Placement Warrants shall be deposited; (vii) “Transfer” shall mean the (a) sale of, offer to sell, contract or agreement to sell, hypothecate, pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position or liquidation with respect to or decrease of a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder with respect to, any security, (b) entry into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any security, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (c) public announcement of any intention to effect any transaction specified in clause (a) or (b); and (viii) “Charter” shall mean the Company’s Amended and Restated Memorandum and Articles of Association, as the same may be amended from time to time.