Unregistered Shares means Subject Shares the issuance of which to Stock Purchaser has not been registered under the Securities Act.
Unregistered Shares means any New Shares issued to a Backstop Party pursuant to Section 2.1 in reliance on the exemption from registration provided by Section 4(a)(2) under the Securities Act or another available exemption.
Unregistered Shares shall have the meaning ascribed to it in Section 6.10 hereof ARTICLE II
Examples of Unregistered Shares in a sentence
If Counterparty elects to deliver Unregistered Shares (as defined in Annex B) to GS&Co., Counterparty and GS&Co. will negotiate in good faith on acceptable procedures and documentation relating to the sale of such Unregistered Shares.
No other offer or sale of the Unregistered Shares in theR.O.C. is permitted.
Starwood Lodging shall have the option to deliver Registered Shares or Unregistered Shares on the Closing Date.
If Unregistered Shares are issued, each certificate evidencing Subject Shares shall be stamped or otherwise imprinted with a legend in substantially the following form (and no other restrictive legends): THE SHARES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT.
In all other cases, a cash amount equal to the Number of Shares as of the Valuation Date less the number of Unregistered Shares (as defined below), multiplied by the volume weighted daily VWAP Price over the Valuation Period.
More Definitions of Unregistered Shares
Unregistered Shares means the shares of Common Stock issued or issuable to each Purchaser pursuant to this Agreement pursuant to an exemption from the registration requirements of Section 5 of the Securities Act contained in Section 4(a)(2) thereof and Rule 506 promulgated thereunder
Unregistered Shares means shares of stock issued in a transaction which has not been registered under the Securities Act.
Unregistered Shares means all of the shares of common stock issued to HP in connection with the Acquisition that are not Registrable Securities.
Unregistered Shares means the shares of Common Stock to be purchased by the Investor hereunder.
Unregistered Shares means Shares that have not been registered pursuant to an effective registration statement under the Securities Act of 1933, as amended (the "Securities Act") or any state securities laws ("Blue Sky Laws") or Shares that cannot otherwise be freely sold, transferred, pledged or otherwise disposed of without registration under the Securities Act unless such sale, transfer, pledge or other disposition is made in a transaction exempt from or not subject to registration thereunder. Upon request by CS, Counterparty agrees to promptly remove, or cause to be removed, any legends referring to any transfer restrictions from such Unregistered Shares upon delivery by CS to Counterparty of a seller's representation letter in the form customarily delivered by CS in connection with resales of restricted securities pursuant to Rule 144 under the Securities Act in order to substantiate the legality of such resale, each without any further requirement for the delivery of any certificate, consent, agreement, opinion of counsel, notice or any other document, any transfer tax stamps or payment of any other amount or any other action by CS; provided that at the time of such request, CS has satisfied all holding period and other requirements of Rule 144 applicable to CS. Notwithstanding anything to the contrary in this Confirmation, at the election of CS by notice to Counterparty no later than two Exchange Business Days prior to the Price Adjustment Period Termination Date, any delivery of Shares by Counterparty as part of the Counterparty Share Delivery Amount or pursuant to this Section 3 shall comply with the terms of Annex A hereof.
Unregistered Shares has the meaning assigned to such term in Section ------------------- 4.1(a).
Unregistered Shares means Shares that have not been registered pursuant to an effective registration statement under the Securities Act of 1933, as amended (the “Securities Act”) or any state securities laws (“Blue Sky Laws”) or Shares that cannot otherwise be freely sold, transferred, pledged or otherwise disposed of without registration under the Securities Act or under applicable Blue Sky Laws unless such sale, transfer, pledge or other disposition is made in a transaction exempt from or not subject to registration thereunder. Upon request by CS, Counterparty agrees to promptly remove, or cause to be removed, any legends referring to any transfer restrictions from such Unregistered Shares upon delivery by CS to Counterparty of a seller’s representation letter in the form customarily delivered by CS in connection with resales of restricted securities pursuant to Rule 144 under the Securities Act, each without any further requirement for the delivery of any certificate, consent, agreement, opinion of counsel, notice or any other document, any transfer tax stamps or payment of any other amount or any other action by CS, provided that CS has satisfied the holding period and other requirements of Rule 144. Notwithstanding anything to the contrary in this Confirmation, at the election of CS by notice to Counterparty no later than two Exchange Business Days prior to the Scheduled Termination Date (or in the case of an Accelerated Termination Date, no later than the time of designation thereof), any delivery of Shares by Counterparty as part of the Counterparty Share Delivery Amount or pursuant to this Section 3 shall comply with the terms of Annex A hereof.