Shares 2 definition

Shares 2 means the Existing Share 2 and the Future Shares 2.

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Shares 2 has the meaning set out in 2.1(B).

Shares 2 means the Cumulative Share No. 5 representing all the shares of the Seller 2 in the Company further specified in Exhibit A hereto.

Examples of Shares 2 in a sentence

• The Company agrees that in the event of any issuance or distribution of (1) additional Shares, (2) rights to subscribe for Shares, (3) securities convertible into or exchangeable for Shares, or (4) rights to subscribe for such securities, the Company will take all steps reasonably necessary to ensure that no violation by the Company or the Depositary of the Securities Act of 1933 will result from such issuance or distribution.

• The Company agrees that in the event of any issuance of (1) additional Shares, (2) rights to subscribe for Shares, (3) securities convertible into or exchangeable for Shares, or (4) rights to subscribe for such securities, it will take all steps reasonably necessary to ensure that no violation by the Company or the Depositary of the Securities Act of 1933 will result from such issuance.

• The Offer Notice shall state (1) the number of Offered Shares; (2) the name, business, and residence address of the proposed transferee; (3) whether or not the transfer is for valuable consideration and, if so, the consideration (the “Offered Price”); (4) the date upon which the proposed transfer to the transferee is to be consummated; and (5) all other material terms and conditions of the proposed transfer.

• The Company agrees that in the event of any issuance or distribution of (1) additional Shares, (2) securities convertible into, or exchangeable for, Shares, or (3) rights to subscribe for any such securities (each a “Distribution”), the Company will take all action necessary to ensure that no violations by the Company or the Depositary of the Securities Act of 1933 or other applicable securities laws will result from such Distribution.

• All stamp, transfer, real estate transfer, registration, sales and other similar taxes or duties, levies or charges in connection with the sale and/or transfer of the Shares 1 and/or the Shares 2 shall be paid by the Transferee.

• This Agreement shall be governed by German law (excluding CISG); provided, however, that the transfer of the Shares 1 and the Shares 2 shall be governed by Dutch law.

• The Transferee 2 submits to the same rules that apply to the Transferors pursuant to paragraph 4 of the Commitment Letter with regard to the Shares 2 after the acquisition.

• The Company shall take all action necessary to at all times have authorized, and reserved for the purpose of issuance, no less than the sum of (1) 130% of the number of shares of Common Stock issuable upon conversion of the issued and outstanding Shares, (2) 130% of the number of Dividend Shares issuable pursuant to the terms of the Shares and (3) 130% of the number of shares of Common Stock issuable upon exercise of the issued and outstanding Warrants.

• In determining Average Earnings, if the Employee retires under this Agreement on or after attainment of age 62, Annual Earnings shall include the value of all of the following: (1) Performance Shares, (2) Cash Units, and (3) Restricted Stock awarded to a Participant under the Connecticut Water Service, Inc.

• Upon a sale of any Shares under the Registration Statement, you or your broker will be required to deliver to the Transfer Agent, U.S. Stock Transfer Corporation (1) your restricted stock certificate(s) representing the Shares, (2) instructions for transfer of the Shares sold, and (3) a representation letter from your broker, or from you if you are selling in a privately negotiated transaction, or from such other appropriate party, in the form of Exhibit A attached hereto (the “Representation Letter”).

More Definitions of Shares 2

Shares 2 the entire issued share capital of the Second Target Company held by GXNF. Pursuant to the Framework Agreement, the parties agreed to use reasonable endeavours to complete their respective further due diligence in respect of the transactions contemplated under the Possible Acquisitions on an exclusive basis within one year of the date of the Framework Agreement. Subject to such due diligence, the parties may or may not enter into the Formal Agreement. If the Formal Agreement is entered into within one year of the date of the Framework Agreement, it is expected to contain certain principal terms set out in the Framework Agreement, including (1) the purchase by the Company from the Guangxi Parties of the Sale Shares 1 for a total consideration to be satisfied as to HK$161,750,000 in cash and as to the remaining balance by the allotment and issue of 6,736,580,000 Consideration Shares; and (2) the purchase by the Company from GXNF of the Sale Shares 2, for a total consideration to be satisfied as to HK$38,250,000 in cash and the remaining balance by the allotment and issue of a total of 5,406,990,000 Consideration Shares. As at the date of the Framework Agreement, the First Target Company indirectly owns 74% interest in a manganese mine (the “First Mine”) in Lomoteng No. 669, Northern Cape of South Africa and 100% interest in Lidino Trading 514 (Proprietary) Limited (the “Trading Company”), and the Second Target Company owns the entire interest in two iron mines in the Kohkeo and Phnom Thmar regions in Cambodia (the “Second Mines”). The parties expected that the cash payable to the Guangxi Parties (or their nominees) as part consideration for the settlement of the First Possible Acquisition will be payable by the Company in two instalments, as to HK$80,875,000 payable upon completion of the Possible Acquisitions, and as to the remaining balance of HK$80,875,000 together with interests charged thereon at 5% per annum shall be payable to the Guangxi Parties within one year from the date of completion of the Possible Acquisitions. The parties also expected that the cash payable to GXNF (or its nominee) as part consideration for the settlement of the Second Possible Acquisition will be payable by the Company in two instalments, as to HK$19,125,000 payable upon completion of the Possible Acquisitions, and as to the remaining balance of HK$19,125,000 together with interests charged thereon at 5% per annum shall be payable to GXNF within one year from the date of com...