REPO Shares definition

REPO Shares means shares of common stock that have been issued by the Company and are outstanding on the Closing Date.
Sample 1

Examples of REPO Shares in a sentence

  • On or before the Closing, the Selling Shareholders agree and shall deposit duly executed Irrevocable Stock Powers representing 95,000,000 REPO Shares with the law firm of Snyderburn, Rishoi & Xxxxx, LLP ("Closing Agent").

  • The Purchaser will not transfer the REPO Shares except in compliance with applicable securities laws.

  • Upon the occurrence of an Event of Default, Selling Shareholders may provide written notice to the Closing Agent in accordance with the terms of the Escrow Agreement and Closing Agent shall then deliver the Purchaser's stock certificate within its possession representing the 95 million REPO Shares and the Purchaser's Irrevocable Stock Transfer Power to the Selling Shareholders.

  • Purchaser also acknowledges that the Company is a "shell company" as defined by Section 12b~2 of the Securities & Exchange Act of 1934 and that no shareholder may utilize the provisions of Rule 144 of the Securities Act of 1933 to resell any restricted REPO Shares.

  • The 95 million REPO Shares to be transferred to the Purchasers shall be subject to restrictions on transferability under applicable federal and state securities laws and may not be resold or transferred by the Purchasers in the absence of registration or an available exemption therefrom.

  • The Selling Shareholders are the beneficial owner of 95 million REPO Shares.

  • The REPO Shares to be delivered by the Selling Shareholders to the Purchaser at the Closing shall be validly issued, non-assessable and free and clear of any clams, liens or encumbrances of any kind except as otherwise disclosed on Schedule 4.14 hereto.

  • The Purchaser is acquiring the REPO Shares for its own account for investment and not with a view to, or for sale in connection with, any distribution thereof, nor with any present intention of distributing or selling the same.

  • The authorized capital stock of the Company consists of 200,000,000 REPO Shares, par value .

  • The Purchasers understands that the REPO Shares have not been registered under the Securities Act by reason of a specific exemption from the registration provisions thereof which depends upon, among other things, the bona fide nature of its investment intent as expressed herein.

Related to REPO Shares

  • IPO Shares means the shares of Common Stock issued in the Company’s IPO;

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

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

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

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

  • 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.

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

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

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

  • 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.

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

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

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

  • Coop Shares Shares issued by a Cooperative Corporation.

  • Seller Shares means all shares of Common Stock of the Company owned as of the date hereof or hereafter acquired by a Common Holder, as adjusted for any stock splits, stock dividends, combinations, subdivisions, recapitalizations and the like.

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

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

  • 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.

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

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

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

  • New Shares means ordinary or common shares, whether of the entity or person (other than the Share Issuer) involved in the Merger Event or a third party, that are, or that as of the Merger Date are promptly scheduled to be, (i) publicly quoted, traded or listed on an exchange or quotation system located in the same country as the Exchange (or, where the Exchange is within the European Union, in any member of state of the European Union) or on another exchange acceptable to the Issuer and (ii) not subject to any currency exchange controls, trading restrictions or other trading limitations.

  • Sale Shares shall have the meaning set forth in Recital B above; and

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

  • Company Securities means (i) the Common Stock, (ii) securities convertible into or exchangeable for Common Stock and (iii) any options, warrants or other rights to acquire Common Stock.

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