The Shares are definition

The Shares are restricted securities" as defined in Rule 144 under the Securities Act of 1933, as amended. As a result, there are substantial restrictions on the ability of the Holders to sell the Shares in the absence of registration under the Securities Act of 1933 and applicable state securities laws. In order to enable the Holders to sell all or a portion of the Shares, the Company has agreed to the terms of this Agreement.
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The Shares are being issued in connection with the conversion (the "Demutualization") of Principal Mutual Holding Company, an Iowa mutual insurance holding company ("Principal"), into a Delaware stock company pursuant to a Plan of Conversion adopted by the board of directors of Principal (the "Board of Directors") on March 31, 2001 (the "Plan"), in accordance with the requirements of Section 521A.14(5)(b) and Chapter 508B of Title XIII of the Code of Iowa (2001) (the "Iowa Code"). Upon effectiveness of the Plan, Principal will merge with and into a wholly-owned subsidiary of the Company and Principal Life Insurance Company, an Iowa stock life insurance company ("PLIC"), will become an indirect, wholly-owned subsidiary of the Company. Pursuant to and upon effectiveness of the Plan, all membership interests in Principal held by Principal's members will be extinguished and eligible members will be entitled to receive, in exchange for their membership interests, shares of Stock, cash or policy credits. Shares of Stock to be so exchanged and shares of Stock issued to a new separate account of PLIC as part of the Separate Account Policy Credits (as defined in the Plan) are herein collectively called the "Policyholder Shares". It is understood and agreed to by all parties that the Company, Principal and PLIC are concurrently entering into an agreement (the "International Underwriting Agreement") providing for the sale by the Company of up to a total of _____ shares of Stock (the "International Shares"), including the overallotment option thereunder, through arrangements with certain underwriters outside the United States (the "International Underwriters") for whom Golxxxx Xxcxx Xxternational, Credit Suisse First Boston (Europe) Limited, Merxxxx Xxnxx Xxternational, Salomon Brothers International Limited, A.G. Xxxxxxx & Sons, Inc., Banc of America Securities Limited, Bear, Stexxxx Xxternational Limited, Fox-Xxxx, Xxxxxx X.V., J.P. Xxxxxx Xxcurities Ltd., Lehxxx Xxothers International (Europe), Samxxx X. Xxxxxxx & Company, Inc., UBS AG, acting through its business group, UBS Warburg, ABN AMRO Rothschild, BNP Paribas, CommerzBank Aktiengesellschaft and Credit Lyonnais are acting as lead managers. Anything herein or therein to the contrary notwithstanding, the closing under this Agreement is hereby conditioned on the closings under the International Underwriting Agreement. The Underwriters hereunder and the International Underwriters are simultaneously entering into an Agreement be...
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The Shares are restricted securities", as said term is defined in Rule 144 promulgated under the Securities Act;
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Related to The Shares are

  • Per Share Stock Consideration has the meaning set forth in Section 3.01(a)(i).

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

  • 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.

  • Shares Amount means a number of Shares equal to the product of the number of Partnership Units offered for redemption by a Redeeming Partner times the Conversion Factor; provided, however, that, if the Parent issues to holders of Shares securities, rights, options, warrants or convertible or exchangeable securities entitling such holders to subscribe for or purchase Shares or any other securities or property (collectively, the “rights”), then the Shares Amount shall also include such rights that a holder of that number of Shares would be entitled to receive unless the Partnership issues corresponding rights to holders of Partnership Units.

  • New Shares means ordinary or common shares, whether of the entity or person (other than the Share Issuer) involved in the Merger Event or a third party, that are, or that as of the Merger Date are promptly scheduled to be, (i) publicly quoted, traded or listed on an exchange or quotation system located in the same country as the Exchange (or, where the Exchange is within the European Union, in any member of state of the European Union) or on another exchange acceptable to the Issuer and (ii) not subject to any currency exchange controls, trading restrictions or other trading limitations.

  • Purchase Shares has the meaning set forth in Section 2.2(a) hereof.

  • REIT Shares Amount means a number of REIT Shares equal to the product of the number of Partnership Units offered for exchange by a Tendering Party, multiplied by the Conversion Factor as adjusted to and including the Specified Redemption Date; provided that in the event the General Partner issues to all holders of REIT Shares rights, options, warrants or convertible or exchangeable securities entitling the stockholders to subscribe for or purchase REIT Shares, or any other securities or property (collectively, the “rights”), and the rights have not expired at the Specified Redemption Date, then the REIT Shares Amount shall also include the rights issuable to a holder of the REIT Shares Amount of REIT Shares on the record date fixed for purposes of determining the holder of REIT Shares entitled to rights.

  • Unit Shares has the meaning ascribed thereto in the first paragraph of this Agreement;

  • A Shares means shares issued by companies incorporated in the PRC and listed on the SSE or the SZSE, traded in RMB and available for investment by domestic investors through Stock Connect.

  • PIPE Shares shall have the meaning given in the Recitals hereto.

  • Subscription Shares has the meaning ascribed to it in Section 2.1.

  • Purchased Stock means a right to purchase Common Stock granted pursuant to Article IV of the Plan.

  • Membership Units has the meaning set forth in the Recitals.

  • Exchangeable Share Consideration has the meaning provided in the Exchangeable Share Provisions.

  • Parent Shares means the shares of common stock, par value $1.00 per share, of Parent.

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

  • Consideration Shares shall have the meaning set forth in Section 2.7(c).

  • Amalco Shares means the common shares in the capital of Amalco;

  • Record shareholder means the person in whose name shares are registered in the records of a corporation or the beneficial owner of shares to the extent of the rights granted by a nominee certificate on file with a corporation.

  • Stock Consideration has the meaning set forth in Section 2.01(c).

  • Shares means the shares of Common Stock issued or issuable to each Purchaser pursuant to this Agreement.

  • Preferred Shareholder means any holder of the Preferred Shares.

  • Buyer Shares means the common stock, with a par value of $0.0001 per share, of Buyer.

  • Buyer Stock means the common stock, par value $0.0001 per share, of Buyer.

  • Common Stock Consideration has the meaning set forth in Section 1.6(b).

  • Additional Shares of Common means all shares of Common Stock issued (or, pursuant to Section 3(e)(iii), deemed to be issued) by the Corporation after the Original Issue Date, other than shares of Common Stock issued or issuable: