US Holdco Shares definition

US Holdco Shares has the meaning set forth in the Recitals.
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US Holdco Shares means shares in the common stock of US Holdco;
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US Holdco Shares is defined in the recitals to this Agreement.
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Examples of US Holdco Shares in a sentence

  • Where the calculation of the number of US Holdco Shares to be issued to a particular Share Scheme Participant would result in the issue of a fraction of a US Holdco Share, then any such fractional entitlement will be rounded up to the nearest whole number of US Holdco Shares.

  • No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any Law which is then in effect and has the effect of making the purchase of the US Holdco Shares as set out in this Agreement illegal or otherwise preventing or prohibiting the purchase of the US Holdco Shares by the Purchaser.

  • The holders of warrants to purchase US Holdco Shares must have exercised such warrants to purchase US Holdco Shares and, as a result, hold the US Holdco Shares specified in Schedule 3.3 and reasonable evidence thereof must have been provided to the Buyers.

  • The representations and warranties contained in this Agreement, other than the conditions contained in Article 6, shall not merge on Closing but shall survive the execution, delivery and performance of this Agreement, the Closing and the execution and delivery of any transfer documents or other documents of title to the US Holdco Shares and all other agreements, certificates and instruments delivered pursuant to this Agreement and the payment of the Consideration of the US Holdco Shares.

  • US Holdco will be under no obligation under this deed to allot or issue, and will not issue or procure to be issued any Share Scheme Consideration (in the form of US Holdco Shares) in the name of any Ineligible Foreign Holder and, instead, will issue US Holdco Shares to which the Ineligible Foreign Holder would have otherwise been entitled to the Sale Agent, in trust for the Ineligible Foreign Holder who is the beneficial owner thereof.

  • At the Closing Time, on and subject to the terms and conditions of this Agreement, GQM shall sell to the Purchaser, and the Purchaser shall purchase from GQM, the US Holdco Shares free and clear of all Liens, claims, and encumbrances of any nature whatsoever except for Permitted Liens.

  • If at any time it is necessary to calculate the aggregate value of the Consideration, or the allocation of the Consideration among the US Holdco Shares acquired by each of the Purchasers by Cash, Purchasers by Shares or Purchasers by Loan, the process set out in Schedule D shall be used.

  • Where the calculation of the number of US Holdco Shares (or US Holdco CDIs) to be issued to a particular Scheme Participant as Scheme Consideration would result in the issue of a fraction of a US Holdco Share, the fractional entitlement will be rounded up to the nearest whole number of US Holdco Shares.

  • Subject to clause 4.5(b), US Holdco will be under no obligation under this deed to allot or issue, and will not issue or procure to be issued any Share Scheme Consideration (in the form of US Holdco Shares) in the name of any Small Parcel Holder and, instead, will issue US Holdco Shares to which the Small Parcel Holder would have otherwise been entitled to the Sale Agent, in trust for the Small Parcel Holder who is the beneficial owner thereof.

  • Incannex or the Sale Agent gives any assurance as to the price that will be achieved for the sale of US Holdco Shares described in this clause 6.8, and the sale of US Holdco Shares under this clause 6.8 will be at the risk of the Ineligible Foreign Holder or Small Parcel Holder (as applicable).


More Definitions of US Holdco Shares

US Holdco Shares means the shares in the stock of US Holdco; "USG&E" has the meaning set out on the cover pages;
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Related to US Holdco Shares

  • Holdco Shares means the ordinary shares of HoldCo with a par value of US$0.0001 per share.

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

  • Subco Shares means the common shares in the capital of Subco.

  • Rollover Shares has the meaning given in the recitals.

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

  • SpinCo Shares means the shares of common stock, par value $0.01 per share, of SpinCo.

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

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

  • Merger Shares has the meaning set forth in Section 2.2(c).

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

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

  • Co-op Shares Shares issued by private non-profit housing corporations.

  • Acquisition Shares means the shares of an Acquiring Fund to be issued to the corresponding Target Fund in a reorganization under this Agreement.

  • New Ordinary Shares means the new Ordinary Shares arising on Conversion of the C Shares;

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

  • Coop Shares Shares issued by a Cooperative Corporation.

  • Rollover Shareholders means each of Expert Master Holdings Limited, Mr. Longhua Piao and UMW China Ventures (L) Ltd.

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

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

  • Additional Ordinary Shares means Ordinary Shares issued by the Guarantor following the issuance of the Subscribed Ordinary Shares;

  • A Ordinary Shares means the A ordinary shares of £0.01 each in the capital of the Company;

  • B Shares means a participating share of no par value in the capital of the Fund, denominated in Euro(s);

  • Fully Diluted Company Shares means the total number of issued and outstanding shares of Company Common Stock, (a) after giving effect to the Company Preferred Stock or otherwise treating shares of Company Preferred Stock on an as-converted to Company Common Stock basis, and (b) treating all outstanding in-the-money Specified Company Warrants as fully vested and as if the Specified Company Warrants had been exercised for cash as of the Effective Time, but for the avoidance of doubt excluding any Company Securities described in Section 1.11(b).

  • Pubco Shares means the 25,005,544 fully paid and non-assessable common shares of Pubco, to be issued to the Selling Shareholders by Pubco on the Closing.

  • Fully Diluted Shares means total diluted shares as reported in the Company's Consolidated Income Statement for each fiscal year of the Performance Period, but shall exclude the dilutive effect of any restricted stock or restricted stock unit awards granted during the Performance Period and all options, restricted stock and other equity compensation granted to Directors during the Performance Period.

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