The Company shall also prepare and file copies of such Forms 1099 with the Internal Revenue Service on or before February 28th of the year following the year in which a CVR Holder receives any CVR Share Distribution hereunder, in accordance with the Code and the Treasury Regulations.
SpinCo Shares means the shares of common stock, par value $0.01 per share, of SpinCo.
Per Share Stock Consideration has the meaning set forth in Section 3.01(a)(i).
Dividend Shares means the shares of Common Stock issuable in payment of dividends payable on the Preferred Shares in accordance with the terms of the Certificate of Designation.
Common Stock Consideration has the meaning set forth in Section 1.6(b).
Power Transfer Distribution Factor or “PTDF” shall mean a measure of the responsiveness or change in electrical loadings on Transmission Facilities due to a change in electric power transfer from one area to another, expressed in percent (up to 100%) of the change in power transfer in the pre-contingency configuration of a system under study.
Stock Election Shares shall have the meaning set forth in Section 3.2.1.
Per Share Merger Consideration has the meaning set forth in Section 3.1(a).
Initial Merger Consideration has the meaning set forth in Section 2.2(a).
A Shares means a participating share of no par value in the capital of the Fund, denominated in US Dollars;
Parent Stock Price means the average closing price, rounded to the nearest cent, of Parent Common Stock for the five (5) trading days immediately preceding the fifth (5th) business day prior to the Closing Date.
New Common Shares means the common stock or common equity of Reorganized XOG to be issued on the Effective Date.
Series A Units means Series A currency hedged mutual fund units or Series A non-currency hedged mutual fund units of a fund, as applicable.
Share Sale means a transaction or series of related transactions in which a Person, or a group of related Persons, acquires any Equity Securities of the Company such that, immediately after such transaction or series of related transactions, such Person or group of related Persons holds Equity Securities of the Company representing more than fifty percent (50%) of the outstanding voting power of the Company.
SpinCo Common Stock means the common stock, par value $0.01 per share, of SpinCo.
Stock Consideration has the meaning set forth in Section 2.01(c).
Share Exchange Event shall have the meaning specified in Section 14.07(a).
Class A Units means the Units of partnership interest in the Partnership designated as the “Class A Units” herein and having the rights pertaining thereto as are set forth in this Agreement.
Newco Common Stock means the common stock, par value $.01 per share, of Newco.
Per Share Cash Consideration has the meaning set forth in Section 3.01(a)(ii).
Distribution Effective Time has the meaning set forth in the Separation Agreement.
B Shares means a participating share of no par value in the capital of the Fund, denominated in Euro(s);
Net Share Amount has the meaning set forth in Section 3.03(c).
Common Stock Dividend means a stock dividend declared and paid on the Common Stock that is payable in shares of Common Stock.
Adjustment Shares shall have the meaning set forth in Section 11(a)(ii) hereof.
Company Units has the meaning set forth in the Recitals.
Class B Shares means the Class B ordinary Shares in the capital of the Company of $0.0001 nominal or par value designated as Class B Shares, and having the rights provided for in these Articles.