Held Back Shares definition

Held Back Shares has the meaning set forth in Section 2.3(b).
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Held Back Shares has the meaning set forth in section2.5.
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Held Back Shares has the meaning given to such term in Section 7.8.
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Examples of Held Back Shares in a sentence

  • All stock and cash issued or paid upon Held Back Shares shall be distributed to the person or entity entitled to receive such Held Back Shares together with such Held Back Shares.

  • At the Closing, Republic shall have issued all of the Republic Shares and shall have delivered to the Shareholders (i) certificates representing the Republic Shares issued to them hereunder, other than the Held Back Shares, and (ii) copies of stock certificates representing the Held Back Shares issued to them.

  • At the Closing, each of the Shareholders shall have delivered to Republic, for use in connection with the Held Back Shares, ten stock powers executed in blank, with signatures guaranteed.

  • Any Held Back Shares (and proceeds from the sale of, or distributions on, Held Back Shares) remaining on deposit after all such claims shall have been satisfied shall be returned to the holders thereof promptly after the time of satisfaction.

  • As security for the indemnification obligations contained in this Article IX, at the Closing, Republic shall set aside and hold certificates representing the Held Back Shares issued pursuant to this Agreement.

  • The shares of Republic Common Stock, including the Held Back Shares, issuable by Republic in the Mergers are sometimes referred to herein as the "Republic Shares".

  • SoftNet may, at its option, set off against the Held Back Shares Indemnifiable Damages or other amounts for which the Indemnifying Parties may be liable to SoftNet pursuant to this Agreement.

  • The Shareholders hereby grant Republic a first priority security interest in the Held Back Shares.

  • All stock and cash issued or paid upon Held Back Shares shall be distributed to the Shareholders together with such Held Back Shares.

  • Except for tax-free dividends paid in stock declared with respect to the Held Back Shares pursuant to Section 305(a) of the Code, the Shareholders shall be entitled to receive any cash dividends, dividends payable in securities or distributions of any kind made in respect of the Held Back Shares.


More Definitions of Held Back Shares

Held Back Shares has the meaning set forth in Clause 2.7.
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Held Back Shares defined in Section 9.4.
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Held Back Shares described in Section 6 of the Agreement. The Escrow Agent shall hold the Held Back Shares pursuant to the terms of Section 6 of the Agreement and shall deliver (a) to SoftNet the appropriate number of Held Back Shares at such time as a setoff is determined to be required pursuant to the terms of such Section 6, and (b) to Mr. Oosthuizen and Mr. Mauran the Held Back Shares at such xxxx xx xx xxovided in the Xgreement. The parties agree to execute, at or prior to Closing, the form of escrow agreement required by the Escrow Agent which shall contain customary terms and conditions generally included in such agreements.
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Held Back Shares means the Buyer shall set aside and hold in accordance with SECTION 5.4 share certificates representing 22,500 shares of the Buyer's Common Stock to be used as security for indemnification and set-off purposes (see SECTIONS 1.11(C) AND 5.4).
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Held Back Shares shall have the meaning set forth in SECTION 1.11(C).
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Related to Held Back Shares

  • Cut Back Shares has the meaning set forth in Section 2(b).

  • Holdback Shares has the meaning set forth in Section 2.5(b)(v).

  • Cutback Shares means any of the Registrable Securities not included in any of the Registration Statements previously declared effective hereunder as a result of a limitation on the maximum number of shares of Common Stock of the Company permitted to be registered by the staff of the SEC pursuant to Rule 415.

  • Cash Election Shares shall have the meaning set forth in Section 3.2.1.

  • Stock Election Shares shall have the meaning set forth in Section 3.2.1.

  • Escrowed Shares has the meaning set forth in Section 2.4.

  • Pre-Funded Warrant Shares means the shares of Common Stock issuable upon exercise of the Pre-Funded Warrants.

  • Class A Common Shares means shares of the Class A Common Stock, par value $.01 per share, of the Company.

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

  • Class B Common Shares means (x) the Company’s Class B Common shares, $0.002 par value per share, the terms of which may be designated by the board of directors of the Company in a certificate of designations and (y) any share capital into which such preferred shares shall have been changed or any share capital resulting from a reclassification of such preferred shares (other than a conversion of such preferred shares into Common Shares in accordance with the terms of such certificate of designations).

  • Buyer Common Stock means the common stock, par value $0.01 per share, of Buyer.

  • Vested Shares means "Vested Shares" as defined in the Award Agreement.

  • Plan Shares means the total number of Common Shares which may be reserved for issuance as Optioned Shares under the Plan as provided in §2.2;

  • Earn-Out Shares has the meaning provided in Section 2.2(b).

  • Equivalent Shares means Preferred Shares and any other class or series of capital stock of the Company which is entitled to the same rights, privileges and preferences as the Preferred Shares.

  • 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.

  • H Shares means the overseas-listed foreign invested shares in the share capital of the Company with a nominal value of RMB1.00 each, which are subscribed for and traded in Hong Kong Dollars;

  • Qualifying Shares means shares of Common Stock which either (i) have been owned by the Grantee for more than six (6) months and have been “paid for” within the meaning of Rule 144 promulgated under the Securities Act, or (ii) were obtained by the Grantee in the public market.

  • Available Shares means the sum of (i) one hundred fifty thousand (150,000) shares of Common Stock, and (ii) an annual increase on April 1st of each calendar year, beginning in 2022 and ending in 2031 (each a “Date of Determination”), in each case subject to the approval and determination of the Administrator on or prior to the applicable Date of Determination, equal to the lesser of (A) four percent (4%) of the total shares of Common Stock of the Company outstanding on the last day of the immediately preceding fiscal year and (B) such smaller number of shares as determined by the Administrator (the “Share Limit”). Notwithstanding the foregoing, shares added to the Available Shares by the Share Limit are available for issuance as Incentive Stock Options only to the extent that making such shares available for issuance as Incentive Stock Options would not cause any Incentive Stock Option to cease to qualify as such. In the event that the Administrator shall not take action to affirmatively approve an increase in the Share Limit on or prior to the applicable Date of Determination, the Share Limit and Available Shares, shall remain at such level as they were prior to such applicable Date of Determination. For clarity, the Available Shares is a limitation on the number of shares of Common Stock that may be issued pursuant to the Plan.

  • 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.

  • Earnout Shares has the meaning set forth in Section 3.6(a).

  • Registrable Common Stock means (i) any shares of Common Stock issued as Stock Consideration, (ii) any other security into or for which the Common Stock referred to in clause (i) has been converted, substituted or exchanged, and any security issued or issuable with respect thereto upon any stock dividend or stock split or in connection with a combination of shares, reclassification, recapitalization, merger, consolidation or other reorganization or otherwise.

  • Full Entitlement Share(s) shall have the respective meanings set forth in Section 2.12.

  • 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.

  • Qualifying Preferred Stock means non-cumulative perpetual preferred stock of the Corporation that (a) ranks pari passu with or junior to all other preferred stock of the Corporation, and (b) either (x) is subject to a Qualifying Replacement Capital Covenant or (y) is subject to Intent-Based Replacement Disclosure and has a provision that prohibits the Corporation from paying any dividends thereon upon its failure to satisfy one or more financial tests set forth therein, and (c) as to which the transaction documents provide for no remedies as a consequence of non-payment of dividends other than Permitted Remedies.

  • Settlement Shares With respect to any Settlement Date, a number of Shares, not to exceed the Base Amount, designated as such by Party B in the related Settlement Notice or by Party A pursuant to “Termination Settlement” below; provided that on the Maturity Date the number of Settlement Shares shall be equal to the Base Amount on such date.