Worldwide Shares definition

Worldwide Shares shall have the meaning set forth in Section 4.2(b).
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Worldwide Shares has the meaning specified in Section 8.4(i)(i).
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Worldwide Shares shall have the meaning set forth in Section 4.2(b). Section 1.2
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Examples of Worldwide Shares in a sentence

  • Moreover, Worldwide Shares and Exchangeable Preferred Shares held by the Members and otherwise sold, redeemed or disposed of prior or subsequent to January 2, 1998 were considered in making this representation.

  • There is no plan by the Members to sell, exchange or otherwise dispose of a number of Exchangeable Preferred Shares received pursuant to the Westin Merger that would reduce the Members' ownership of Exchangeable Preferred Shares to a number of shares having a value as of January 2, 1998 of less than 50 percent of the value of all of the formerly outstanding Worldwide Shares as of January 2, 1998.

  • The ratio for the exchange of shares of Westin Worldwide (the "Worldwide Shares") for Exchangeable Preferred Shares and cash in the Westin Merger was negotiated through arm's-length bargaining.

  • For purposes of this representation, Worldwide Shares exchanged for cash or exchanged for cash in lieu of fractional Exchangeable Preferred Shares were treated as outstanding Worldwide Shares as of January 2, 1998.

  • Notwithstanding anything to the contrary in this Agreement, neither the Exchange Agent, the Company, Worldwide, nor any other party hereto shall be liable to any holder of Worldwide Shares for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar laws.

  • Subject to the conditions of this Agreement, certificates representing the Exchange Shares (the “Exchange Certificates”) shall be issued to the Worldwide Shareholders upon the surrender by Worldwide Shareholders of the certificates representing all of the outstanding Worldwide Shares (the “Worldwide Certificates”) as provided for herein or otherwise agreed by the parties hereto.

  • Twenty million (20,000,000) shares of the Company’s common stock, which shares shall be issued to the Worldwide Shareholders in exchange for all of the Worldwide Shares.

  • Pursuant to the Transaction, each Worldwide Shareholder shall be entitled to receive, from and after the Closing, in respect that number of the Worldwide Shares issued and outstanding immediately prior to the Closing Date owned by such Worldwide Shareholder (and upon surrender of the certificate(s) evidencing and representing those Worldwide Shares, duly endorsed and in all respects in proper form for transfer), that same number of the Exchange Shares.

  • The exchange of the Worldwide Shares for the Exchange Shares and the related transactions contemplated by the provisions of this Agreement.

  • Notwithstanding any other provision of this Agreement, no fractional shares of Class A EPS or Class B EPS will be issued and any holder of Worldwide Shares entitled to receive a fractional share of Class A EPS or Class B EPS but for this Section 4.1(d) shall be entitled to receive a cash payment in lieu thereof, which payment shall equal $38.50 times such holder's fractional interest in a share of Class A EPS or Class B EPS, as applicable.

Related to Worldwide Shares

  • Founder Shares shall have the meaning given in the Recitals hereto and shall be deemed to include the shares of Common Stock issuable upon conversion thereof.

  • Founders’ Shares means 1,000 shares with a par value of $1 per share, 500 of which were issued to MACRO Securities Depositor, LLC and 500 of which were issued to Claymore Securities, Inc., in exchange for the Initial Deposit.

  • Management Shares means a management share in the capital of the ICAV which shall have the right to receive an amount not to exceed the consideration period for such Management Share.

  • Coop Shares Shares issued by a Cooperative Corporation.

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

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

  • Option Shares shall have the meaning ascribed to such term in Section 2.2(a).

  • 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).

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

  • Covered Shares means, with respect to the Shareholder, (i) the Existing Shares, together with (ii) any shares of Common Stock or other voting capital stock of the Company and any securities convertible into or exercisable or exchangeable for shares of Common Stock or other voting capital stock of the Company, in each case under this clause (ii) that such Shareholder acquires Beneficial Ownership of on or after the date hereof.

  • Unit Shares means the Common Shares comprising part of the Units;

  • Equity Shares means the Common Shares and any shares of any other class or series of the Corporation which may from time to time be authorized for issue if by their terms such shares confer on the holders thereof the right to participate in the distribution of assets upon the voluntary or involuntary liquidation, dissolution or winding up of the Corporation beyond a fixed sum or a fixed sum plus accrued dividends;

  • Net Shares means the number of shares of Common Stock which will be deposited in a brokerage account in the Grantee’s name at the Company’s designated broker after shares have been withheld to satisfy applicable tax and withholding requirements upon vesting of the Restricted Stock Units.

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

  • Incentive Shares means an award of shares granted pursuant to Section XIII.

  • Masterworks Shares has the meaning set forth in Section 2.8(c).

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

  • Purchase Shares has the meaning set forth in Section 2.1.

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

  • VMTP Shares means Variable Rate MuniFund Term Preferred Shares, $0.00001 par value per share, liquidation preference $100,000 per share plus an amount equal to accumulated but unpaid dividends thereon (whether or not earned or declared), of the Trust. The preferences, voting powers, restrictions, limitations as to dividends, qualifications, and terms and conditions of redemption of each series of VMTP Shares are set forth in the VMTP Shares Statement.

  • Fully Diluted Shares means the sum, without duplication, of (a) the number of shares of Common Stock issued and outstanding immediately prior to the Effective Time, (b) the number of shares of Preferred Stock that are issued and outstanding immediately prior to the Effective Time and (c) the number of shares of Common Stock underlying the Restricted Stock Units or any other equity or other convertible securities that are issued and outstanding immediately prior to the Effective Time.

  • Founders means all Members immediately prior to the consummation of the IPO.

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

  • Issued Shares means, collectively, all outstanding Shares issued pursuant to Restricted Stock Awards, all outstanding Shares issued pursuant to Unrestricted Stock Awards, and all Option Shares.

  • Company Preferred Shares shall have the meaning set forth in Section 4.2(a).

  • Sale Shares shall have the meaning set forth in Recital B above; and