SPL Shares definition
Examples of SPL Shares in a sentence
KEDC (US) contributes the issued and outstanding common shares of SPL ("SPL Shares") having a fair market value $29,410,675 to KeySpan Energy CI Midstream Ltd.
There must not have been made or Threatened by any Person any claim asserting that such Person (a) is the holder or the beneficial owner of, or has the right to acquire or to obtain beneficial ownership of, any share of, or any other voting, equity or ownership interest in, SPL, or (b) is entitled to all or any portion of the Purchase Price payable for the SPL Shares.
KS Caymans transfers the SPL Shares to KeySpan Luxembourg S.A.R.L ("KS Luxembourg") for equity PEC's of $29,410,675 having an interest rate of 8.5 percent.
The SPL Shares constitute all of the issued and outstanding equity securities of SPL.
The Sellers are and will be on the Closing Date the record and beneficial owners and holders of all of the issued and outstanding SPL Shares, free and clear of all Encumbrances.
Subject to the terms and conditions of this Agreement, the Selling Shareholder hereby covenant and agree to sell, assign and transfer to Trident Canada, and Trident Canada hereby covenants and agrees to purchase from the Selling Shareholder all of the SPL Shares held by the Selling Shareholder.
Concurrent with the Closing, the Selling Shareholder shall deliver his certificate representing the SPL Shares to Trident Canada, duly executed and endorsed in blank (or accompanied by duly executed stock powers duly endorsed in blank), in proper form for transfer, with signatures notarized or guaranteed, , together with a Certificate of Non-U.S. Shareholder (the “Certificate”) properly completed and signed by such Selling Shareholder, a copy of which is set out in Schedule 2.
Set forth on Schedule 2.4(a) is a complete and accurate list of all holders of equity securities of SPL, the number of shares of each such class of equity securities held by each such Person and the percentage of each such class so held, including in each case the percentage of SPL Shares so held ("Percentage Interest").
Since the date of the February 28 Balance Sheet, there has not been any event that has had a Material Adverse Effect and no event has occurred or circumstance exists that could reasonably be expected to result in a Material Adverse Effect with respect to SPL, the SPL Shares or any Seller with respect to such Seller's interest in SPL Shares.
Notwithstanding anything herein to the contrary, the Sellers shall bear the costs of all transfer and other Taxes incurred in connection with the transfer of the SPL Shares or the transactions entered into in connection herewith or in contemplation hereof.