SCP Shares definition

SCP Shares shall have the meaning given to it in the recitals.
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SCP Shares means (i) any Common Stock held by SCP and its Permitted Transferees acquired pursuant to the Merger Agreement or the Purchase Agreement, (ii) any shares of Common Stock otherwise acquired by SCP and its Permitted Transferees and (iii) any equity securities issued or issuable directly or indirectly with respect to the Common Stock referred to in clauses (i) or (ii) by way of stock dividend or stock split or in connection with a combination of shares, recapitalization, merger, consolidation or other reorganization. As to any particular shares constituting SCP Shares, such shares will cease to be SCP Shares only when they have been (x) effectively registered under the Securities Act and disposed of in accordance with the registration statement covering them, or (y) sold to the public through a broker, dealer or market maker pursuant to Rule 144 (or by similar provision then in force) under the Securities Act.
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SCP Shares shall have the meaning given to it in Section 2(a)(i) of this Agreement.
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Examples of SCP Shares in a sentence

  • Upon consummation of the repurchase of the Subject SCP Shares by SCP pursuant to the Repurchase Agreement at the Closing, SCP shall acquire good and valid title to the Subject SCP Shares, free and clear of any Liens except as provided for in the Existing Shareholders Agreement.

  • Corning Buyer or its designee shall have completed the Minority Purchase, and such Minority Purchase shall have included all of the SCP Shares owned by Samsung Life Insurance Co., Ltd.

  • SDC may not rely, either as a basis for not consummating the transactions contemplated by this Agreement or for terminating this Agreement, on the failure of any condition set forth in Section 7.3(g) to be satisfied if such failure was caused by the failure of Corning Buyer or its designee to acquire SCP Shares owned by Samsung Life Insurance Co., Ltd.

  • Neither the sale of all or any portion of the Subject SCP Shares by SDC to SCP as contemplated by the Repurchase Agreement is subject to any preemptive rights, rights of first refusal, tag-along right or other similar right on behalf of any Person under any provisions of any Contract to which SDC is party or by which any property of SDC is bound (other than as provided for in the Existing Shareholders Agreement).

  • All of the Subject SCP Shares are owned, beneficially and of record, by SDC.