SC Shares definition

SC Shares means the convertible preferred redeemable shares in the capital of the Company to be known as “Special Class Shares” to be issued on, and subject to, the terms of issue attached hereto as Schedule Two;
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Examples of SC Shares in a sentence

  • STC and the Shareholders acknowledge and agree that the SC Shares have not been registered under the Securities Act or under any state securities laws, and that the SC Shares may not be, directly or indirectly, sold, transferred, offered for sale, pledged, hypothecated or otherwise disposed of without registration under the Securities Act and applicable state securities laws, except pursuant to an available exemption from such registration.

  • The ASAV SC Shares, the AMSC Shares, the SKW Shares, the WD Shares, the HITECH Shares and the TECPRO Shares shall hereinafter collectively be referred to as the "SC Transferred Shares".

  • The consummation of this Agreement, including the issuance of the SC Shares to the Future Subsidiary Equityholders as contemplated hereby, constitutes the offer and sale of securities under the Securities Act, and applicable state statutes.

  • Such SC Seller is the sole record and beneficial owner, and has good and marketable title to, the number of SC Shares set forth opposite his, her or its name on Exhibit A, free and clear of all Liens except those imposed by applicable securities Laws.

  • The full list of holders of SC Shares and their respective ownership is attached hereto as Schedule A.

  • The SC Shares have been duly authorized and are validly issued, fully paid and non-assessable, and are owned of record and beneficially by the SC Sellers and are free of any preemptive rights in respect thereto, and were not issued in violation of any preemptive rights, call options, rights of first refusal, subscription rights, transfer restrictions (other than those imposed by securities Laws or that have been fully waived or terminated) or similar rights of any Person or applicable Law.

  • STC and the Shareholders also acknowledge and agree that neither the SEC nor any state securities commission nor other Governmental Authority has (a) approved the issuance of the SC Shares or passed upon or endorsed the merits of the SC Shares, this Agreement or the Transaction; or (b) confirmed the accuracy of, determined the adequacy of, or reviewed, this Agreement.

  • The parties acknowledge and agree that the exchange and issuance of the SC Shares is being undertaken as a private sale, and is not being transacted via a broker-dealer and/or in the public market place.

  • Such SC Seller has all requisite corporate, trust or individual, as applicable, power, authority and capacity to enter into this Agreement and the other Transaction Agreements to which such SC Seller is a party, to perform his, her or its obligations hereunder and thereunder (including transferring and delivering to Buyer valid title to the SC Shares) and to consummate the Transactions.

  • The SC Shares are being acquired by the Shareholders in connection with the transaction contemplated hereunder (the “Transaction”), are being acquired for their own account for investment purposes only and not with a view to, or with any present intention of, distributing or reselling any of such shares.