Shares Held of Record definition

Shares Held of Record on Schedule 1 to this Agreement; (b) Stockholder holds (free and clear of any encumbrances or restrictions except as provided hereunder or pursuant to any applicable restrictions on transfer under the Securities Act of 1933, as amended) the options, warrants and other rights to acquire shares of API Common Stock set forth under the heading “Options and Other Rights” on Schedule 1 to this Agreement; (c) Stockholder Owns the additional securities of API set forth under the heading “Additional Securities Beneficially Owned” on Schedule 1 to this Agreement; and (d) Stockholder does not directly or indirectly Own any shares of capital stock or other securities of API, or any option, warrant or other right to acquire (by purchase, conversion or otherwise) any shares of capital stock or other securities of API, other than the shares and options, warrants and other rights set forth on Schedule 1 to this Agreement.
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Shares Held of Record next to its name on Schedule A hereto (specifying the number held as common shares and in the form of ADSs), free and clear of any encumbrances or restrictions, and (B) the other Securities set forth under the heading “Other Securities” next to its name on Schedule A hereto, in each case free and clear of any encumbrances or restrictions; (ii) the New Sponsor has the sole right to control the voting and disposition of such Target Ordinary Shares (if any) and any other Securities (if any) held by it; and (iii) none of the New Sponsor and its Affiliates owns, directly or indirectly, any Target Ordinary Shares or other Securities, other than as set forth on Schedule A hereto.] [if applicable]
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Shares Held of Record. ADSs Held of Record Options and Other Rights Additional Securities Beneficially Owned Signature Page to Agreement to Tender and Voting Agreement EXHIBIT A FORM OF IRREVOCABLE PROXY IRREVOCABLE PROXY The undersigned shareholder (“Shareholder”) of GMARKET INC., a corporation organized under the laws of the Republic of Korea (the “Company”), hereby irrevocably (to the fullest extent permitted by law) appoints and constitutes XXXX X. XXXXXXX, XXXXXX X. XXXX, XXXXXX X. XXXXXXXXXX, XXXXXXX X. XXXXXXXX and EBAY KTA (UK) LTD., a company organized under the laws of the United Kingdom (“Acquisition Sub”), and each of them, the attorneys and proxies of Shareholder, with full power of substitution and resubstitution, to the full extent of Shareholder’s rights with respect to: (i) the outstanding shares of capital stock of the Company owned of record by Shareholder as of the date of this proxy, which shares are specified on the final page of this proxy; (ii) the outstanding American Depositary Shares of the Company owned of record by Shareholder as of the date of this proxy, which shares are specified on the final page of this proxy; and (iii) any and all other shares of capital stock and/or American Depositary Shares of the Company that Shareholder may acquire on or after the date hereof. (The shares of the capital stock and American Depositary Shares of the Company referred to in clauses “(i)” through “(iii)” of the immediately preceding sentence are collectively referred to as the “Shares.”) Upon the execution hereof, all prior proxies given by Shareholder with respect to any of the Shares are hereby revoked, and Shareholder agrees that no subsequent proxies will be given with respect to any of the Shares relating to any of the matters referred to in this proxy. This proxy is irrevocable, is coupled with an interest and is granted in connection with, and as security for, the Agreement to Tender and Voting Agreement, dated as of the date hereof, among eBay Inc., a Delaware corporation (“Parent”), Acquisition Sub and Shareholder (the “Agreement to Tender”), and is granted in consideration of Parent and Acquisition Sub entering into the Share Allocation and Tender Offer Agreement, dated as of the date hereof, among Parent, Acquisition Sub and the Company (the “Master Agreement”). Capitalized terms used but not otherwise defined in this proxy shall have the meanings assigned to such terms in the Agreement to Tender, or, if not defined therein, in the Master Agreement. T...
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Examples of Shares Held of Record in a sentence

  • For GCS, current WPATH standards of care require the individual to live for "12 continuous months [] [*7] in a gender role that is congruent with gender identity." (Id. at p.

  • BUYER Xxxxxx Xxxx Educators Corporation By: Name: Xxxxxx Xxxxxxxx Title: President & Chief Executive Officer STOCKHOLDERS Address for Notice: Attention: Argent Investors Management Corporation By: Name: Title: Shares Held of Record or Beneficially: 1,980,000 SMH Associates Corp.

  • Attention: By: Name: Title: Shares Held of Record or Beneficially: 3,554,367 SIC Securities Corp.

  • XXXXXXX By Director Title SHAREHOLDER Signature Printed Name Address: Facsimile: Shares Held of Record ADSs Held of Record Options and Other Rights Additional Securities Beneficially Owned Signature Page to Agreement to Tender and Voting Agreement IN WITNESS WHEREOF, each of the parties named below have caused this Agreement to be executed as of the date first written above.

  • The Transitional Ministry Handbook can be found at: xxxxx://xxx.xxx.xxx/sites/xxxx-xxx.xxx.xxx/files/transitional_ministry_handbook.pdf.

  • Such a lack of silence and ‘not knowing’ is problematic for religious, theological reasons.

  • Xxxxx, as Trustee Address: Facsimile: Shares Held of Record Options, RSUs and Other Rights Additional Securities Beneficially Owned5 10,000,000 Class B Shares 0 0 5 Does not include any securities held by any other Persons who have also entered into a Support Agreement with Parent.

  • The court below erred to the prejudice of Appellants by granting the motion for summary judgment of Appellees AFIC and James Murphy.

  • Xxxxx Address: Facsimile: Shares Held of Record Options, RSUs and Other Rights Additional Securities Beneficially Owned2 800 Class A Shares 0 0 2 Does not include any securities held by any other Persons who have also entered into a Support Agreement with Parent.

  • By: Title: SHAREHOLDER: XXXXXXXX XXXXXX LIMITED By: Address: Facsimile: Shares Held of Record ADSs Held of Record Options and Other Rights Additional Securities Beneficially Owned 1,000,0001 1 ADSs held of record by Controlled affiliates of Shareholder.

Related to Shares Held of Record

  • Lot of record means any lot, the description of which is properly recorded with the Register of Deeds, which at the time of its recordation complied with all applicable laws, ordinances, and regulations.

  • Optioned Shares means Shares subject to an Award granted pursuant to this Plan.

  • Option Shares shall have the meaning ascribed to such term in Section 2.2(a).

  • Covered Shares means, with respect to the Shareholder, (i) the Existing Shares, together with (ii) any shares of Common Stock or other voting capital stock of the Company and any securities convertible into or exercisable or exchangeable for shares of Common Stock or other voting capital stock of the Company, in each case under this clause (ii) that such Shareholder acquires Beneficial Ownership of on or after the date hereof.

  • Vested Shares means "Vested Shares" as defined in the Award Agreement.

  • Shareholder of Record means the record owner of shares issued by an Investment Company or, in the case of joint ownership of such shares, all record owners, as designated (1) in the initial account application, or (2) in writing accompanied by a signature guarantee, or (3) pursuant to procedures as set forth in the Application.

  • Original Shares means ordinary shares with a par value of US$0.0001 each in the capital of the Company;

  • Registered Shares has the meaning set forth in Section 3.01(b).

  • Additional Shares shall have the meaning specified in Section 14.03(a).

  • Unvested Shares means "Unvested Shares" as defined in the Award Agreement.

  • Owned Shares means all shares of Company Common Stock and any other equity securities of the Company which are beneficially owned by Stockholder as of the date hereof, as set forth on Schedule I.

  • Capital Shares Equivalents means any securities, rights, or obligations that are convertible into or exchangeable for or give any right to subscribe for any Capital Shares of the Company or any warrants, options or other rights to subscribe for or purchase Capital Shares or any such convertible or exchangeable securities.

  • Fully Diluted Shares means an amount equal to the sum of (a) the total number of shares of Common Stock outstanding immediately prior to the Effective Time, plus (b) the total number of shares of Common Stock that all In-the-Money Options outstanding immediately prior to the Effective Time are exercisable into at such time and without any withholding of shares to pay the exercise price or Taxes.

  • Purchase Option Price means the amount payable by a Lessee upon the exercise of its option to purchase a related 2024-1 Vehicle which amount equals (a) with respect to a Matured Vehicle, the Contract Residual Value plus any fees, taxes and other charges imposed in connection with such purchase and (b) with respect to a related 2024-1 Vehicle for which the related 2024-1 Lease has been terminated early by the Lessee, the sum of (i) any unpaid Monthly Payments due, (ii) any fees, taxes and other charges imposed in connection with the related 2024-1 Lease, (iii) an early termination fee and (iv) the Actuarial Payoff.

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

  • Additional Shares of Common Stock means all shares of Common Stock issued (or, pursuant to Subsection 4.4.3 below, deemed to be issued) by the Corporation after the Series B Original Issue Date, other than (1) the following shares of Common Stock and (2) shares of Common Stock deemed issued pursuant to the following Options and Convertible Securities (clauses (1) and (2), collectively, “Exempted Securities”):

  • Fully Diluted Share Number means the aggregate sum of: (i) the number of shares of Company Common Stock issued and outstanding immediately prior to the Effective Time; (ii) the number of shares of Company Common Stock issuable upon the voluntary conversion of all of the shares of Company Preferred Stock issued and outstanding immediately prior to the Effective Time into Company Common Stock and (iii) the number of shares of Company Common Stock issuable upon exercise of all Stock Options.

  • Shares means the interests of Shareholders corresponding to the redeemable securities of record issued by the Fund under the Investment Company Act of 1940 that are held by the Intermediary.

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

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

  • Version of Record is defined as the final version of the Contribution as originally published, and as may be subsequently amended following publication in a contractually compliant manner, by or on behalf of the Publisher. Any linking, collection or aggregation of self-archived Contributions from the same Work is strictly prohibited. Appendix “Author’s Reuse Rights” The Publisher acknowledges that the Author retains the ability to copy, distribute or otherwise reuse the Contribution, without the requirement to seek specific prior written permission from the Publisher, (“Reuse”) subject to and in accordance with the following provisions: (a) Reuse of the Contribution or any part of it is permitted in a new edition of the Work or in a new monograph or new textbook written by the same Author provided that in each case the new work is published by the Publisher under a publishing agreement with the Publisher; and (b) Reuse of the Version of Record (as defined below) of the Contribution or any part of it is permitted in a thesis written by the same Author, and the Author is entitled to make a copy of the thesis containing content of the Contribution available in a repository of the Author’s awarding academic institution, or other repository required by the awarding institution; an acknowledgement should be included in the citation: “Reproduced with permission from Springer Nature”; and (c) any other Reuse of the Contribution in a new book, book chapter, proceedings or journal article, whether published by the Publisher or by any third party, is limited to three figures (including tables) or a single text extract of less than 400 words; and (d) any further Reuse of the Contribution is permitted only to the extent and in so far as is reasonably necessary: (i) to share the Contribution as a whole to no more than 10 research colleagues engaged by the same institution or employer as the Author for each colleague's personal and private use only; (ii) for classroom teaching use by the Author in their respective academic institution provided that the Contribution or any part of it is not included in course packs for sale or wider distribution to any students, institutions or other persons nor any other form of commercial or systematic exploitation; or (iii) for the Author to use all or parts of the Contribution in the further development of the Author's scientific and/or academic career, for private use and research or within a strictly limited circulation which does not allow the Contribution to become publicly accessible nor prejudice sales of, or the exploitation of the Publisher's rights in, the Contribution (e.g. attaching a copy of the Contribution to a job or grant application).

  • Number of Option Shares means shares of Stock, as adjusted from time to time pursuant to Section 9.

  • Option Share has the meaning ascribed to it in section "4.7" hereinbelow;

  • Ordinary Shares Equivalents means any securities of the Company or the Subsidiaries which would entitle the holder thereof to acquire at any time Ordinary Shares, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Ordinary Shares.

  • 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.

  • Total Shares means (without double-counting), as of a particular date of determination, the algebraic sum of: (A) the Initial Shares, plus (B) the Additional Shares, minus (C) all Buyback Shares repurchased or redeemed between the Effective Date and such date of determination.