Uncertificated Shares definition

Uncertificated Shares has the meaning set forth in Section 2.03(a).

Uncertificated Shares means uncertificated shares that immediately prior to the Effective Time represented shares of Company Common Stock.

Uncertificated Shares shall have the meaning set forth in Section 2.4(c).

Examples of Uncertificated Shares in a sentence

• If, after the Second Merger Effective Time, Certificates or Uncertificated Shares are presented to HoldCo or any of its Affiliates, the Surviving Company or the Exchange Agent, they shall be canceled and exchanged for the Merger Consideration in accordance with this Agreement, including the procedures set forth in this ‎Article 3.

• If, after the Effective Time, Certificates or Uncertificated Shares are presented to the Surviving Corporation for any reason, they shall be canceled and exchanged as provided in this Article III.

• No dividends or other distributions with respect to the capital stock of the Surviving Corporation with a record date on or after the Effective Time will be paid to the holder of any unsurrendered Certificates or Uncertificated Shares.

• If, after the Effective Time, Certificates or Uncertificated Shares are presented to the Surviving Corporation for any reason, they will (subject to compliance with the exchange procedures of Section 2.9(c)) be cancelled and exchanged as provided in this Article II.

• No interest will be paid or accrued for the benefit of holders of the Certificates and Uncertificated Shares on the Per Share Price, payable upon the surrender of such Certificates and Uncertificated Shares pursuant to this Section 2.9(c).

More Definitions of Uncertificated Shares

Uncertificated Shares means shares not represented by instruments and the transfers of which are registered upon books maintained for that purpose by or on behalf of the issuing corporation.

Uncertificated Shares or "participating security" means a share which is recorded in the Register as being in uncertificated form and title to which may be transferred by means of a relevant system and references to a share being held in uncertificated form shall be construed accordingly

Uncertificated Shares has the meaning set forth in Section 2.1(b)(i) of this Agreement.

Uncertificated Shares means shares in the capital of the Company for which no certificates are issued (or in respect of which any certificate previously issued has been cancelled) and for which certificates are not required by the Law, the SCH Business Rules and the Listing Rules to be issued and "uncertificated holding" has a like meaning; and

Uncertificated Shares has the meaning assigned to such term in Section 1.6 of the Agreement.

Uncertificated Shares means shares without certificates within the meaning of Section 13.1-648 of the Virginia Stock Corporation Act, as it may be amended from time to time, or any subsequent statute replacing this statute.

Uncertificated Shares has the meaning set forth in Section 4.02(a). Exhibit A Conditions to the Offer Notwithstanding any other term of the Offer, and in addition to the Minimum Condition, Merger Sub shall not be required to accept for payment or, subject to any applicable rules and regulations of the SEC, including Rule 14e-1(c) under the Exchange Act (relating to Merger Sub’s obligation to pay for or return tendered shares of Common Stock after the termination or withdrawal of the Offer), to pay for any shares of Common Stock tendered pursuant to the Offer, if on the date of the Expiration Time any of the following conditions have not been satisfied (or, to the extent legally permissible, waived):