Examples of Specified Shares in a sentence
Purchaser acknowledges and understands that the Specified Shares have not been registered under the Securities Act and may not be offered or sold in the United States or to U.S. persons unless the Specified Shares are registered under the Securities Act or an exemption therefrom is available, and that hedging transactions may not be conducted unless in compliance with the Securities Act.
The Adjusted Dividend shall be payable, from time to time, within two and one-half months after all or any portion of the Specified Shares vest pursuant to Section 4(a) or 4(b); provided that under no circumstances shall any such Adjusted Dividend be paid prior to the achievement of a Return on Investment (as defined below).
The transfer of the Specified Shares to the Proposed Transferee must be consummated within a period of ninety (90) days after the date of the Notice Date.
Purchaser is not a “U.S. person” within the meaning of Regulation S under the Securities Act, and in particular, Purchaser is a company organized under the laws of Jersey and is wholly owned by a company organized in a jurisdiction outside the United States, and is acquiring the Specified Shares for its own account and not for the account or benefit of a U.S. person.
If an Intending Seller has given a Transfer Notice and no Offer Acceptance Notices are received during the Acceptance Period, the Intending Seller may, within three months after the expiry of the Acceptance Period, sell or transfer all of the Specified Shares (but not part only) to a Third Party Buyer at a price which is not less than the Proposed Sale Price and otherwise on terms no more favourable to a purchaser than the terms offered to the other Shareholders.