Royale Shares definition

Royale Shares means shares of capital stock of Royale Energy, Inc. a California corporation.
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Royale Shares means shares of capital stock of Royale Energy, Inc. a California corporation. “Royale Stockholder” means a holder of Royale Common Stock or Royale Preferred Stock. “Royale Stockholders Meeting” has the meaning set forth in Section 6.02(b). “SEC” has the meaning set forth in Section 6.02(a). “SEC Reports” has the meaning set forth in Section 5.06. “Securities Act” means the Securities Act of 1933, as amended. “Section 351 Plan” means the Section 351 Plan of Merger and Exchange in the form attached hereto as Exhibit D. “Series B Preferred Stock” has the meaning set forth in the recitals. “Shares” means Royale Shares or Matrix Shares or shares of capital stock of any Constituent Corporation as the context may require. “Stockholder” means a Matrix Stockholder, a Royale Stockholder or a Parent Stockholder, as the context shall require. “Subsidiary” means, when used with respect to any party, any corporation or other organization, whether incorporated or unincorporated, a majority of the securities or other interests of which having by their terms ordinary voting power to elect a majority of the board of directors or others performing similar functions with respect to such corporation or other organization is directly or indirectly owned or controlled by such party or by any one or more of its subsidiaries, or by such party and one or more of its subsidiaries. “Taxes” means all federal, state, local, foreign and other income, gross receipts, sales, use, production, ad valorem, transfer, franchise, registration, profits, license, lease, service, service use, withholding, payroll, employment, unemployment, estimated, excise, severance, environmental, stamp, occupation, premium, property (real or personal), real property gains, windfall profits, customs, duties or other taxes, fees, assessments or charges of any kind whatsoever, together with any interest, additions or penalties with respect thereto and any interest in respect of such additions or penalties. “Tax Return” means any return, declaration, report, claim for refund, information return or statement or other document relating to Taxes, including any schedule or attachment thereto, and including any amendment thereof. 14 “Union” has the meaning set forth in Section 5.17(b). ARTICLE II
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Examples of Royale Shares in a sentence

  • Each issued and outstanding share of Royale Common Stock immediately prior to the Royale Merger Effective Time, other than Excluded Royale Shares and Dissenting Shares, shall be converted into one share of Parent Common Stock at the Royale Merger Effective Time (the number of Parent shares into which one share of Royale common stock converts is the “Royale Conversion Ratio” and represents the “Royale Merger Consideration”).

  • Notwithstanding the foregoing, but subject to Article 3, United Royale shall not be in violation of this Section 2.9 if any person or group of persons acting jointly or in concert acquire all or substantially all of the assets of United Royale or the United Royale Shares pursuant to any merger of United Royale as a result of which United Royale is not the surviving corporation.

  • The Royale Shares issuable pursuant to this Plan of Reorganization will be "restricted securities" within the meaning of Rule 144 under the Securities Act of 1933, as amended (the "Act"), and will contain a legend restricting transfer thereof without registration under the Act and applicable state securities laws or an exemption therefrom.

  • In consideration of the issuance and delivery of each such United Royale Share, Canco or Callco, as the case may be, shall ascribe a cash amount or pay a purchase price equal to the fair market value of such United Royale Shares.

  • United Royale covenants and agrees in favour of Canco that, as long as any outstanding Exchangeable Shares are owned by any person other than United Royale or any of its affiliates, United Royale shall use reasonable efforts to maintain a listing for such United Royale Shares on the OTC.

  • United Royale agrees not to communicate with holders of United Royale Shares with respect to such written materials otherwise than by mail unless such method of communication is also reasonably available to the Trustee for communication with the Beneficiaries.

  • A holder of an Exchangeable Share shall not be entitled to any fraction of a United Royale Share upon the exercise of the Exchange Right or Automatic Exchange Right hereunder and no certificates or other evidence of ownership representing any such fractional interest shall be issued but rather the number of United Royale Shares issuable shall be rounded down to the nearest whole number without payment in respect of such fractional share.

  • All such United Royale Shares shall be duly authorized and validly issued as fully paid and non-assessable.

  • The Trustee shall mail or otherwise send to each Beneficiary, at the expense of United Royale, copies of all such materials (and all materials specifically directed to the Beneficiaries or to the Trustee for the benefit of the Beneficiaries by United Royale) received by the Trustee from United Royale contemporaneously with the sending of such materials to holders of United Royale Shares.

  • The Trustee, as the holder of record of the United Royale Special Voting Share, shall be entitled to exercise all of the Voting Rights, including the right to consent to or vote in person or by proxy, attaching to the United Royale Special Voting Share on any matters, questions, proposals or propositions whatsoever that may properly come before the holders of United Royale Shares at a United Royale Meeting or in connection with a United Royale Consent.

Related to Royale Shares

  • Sale Shares has the meaning ascribed to it at Recital (A).

  • Sold Shares shall have the meaning specified in Section 6.

  • Subscription Shares has the meaning ascribed to it in Section 2.1.

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

  • Purchase Shares has the meaning set forth in Section 2.5(c).

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

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

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

  • Seller Shares means all shares of Common Stock of the Company owned as of the date hereof or hereafter acquired by a Common Holder, as adjusted for any stock splits, stock dividends, combinations, subdivisions, recapitalizations and the like.

  • Closing Shares shall have the meaning ascribed to such term in Section 2.1(a)(i).

  • Target Shares means common shares in the capital of Target, as currently constituted;

  • 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.

  • Coop Shares Shares issued by a Cooperative Corporation.

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

  • Initial Shares means a number of Registrable Securities equal to the lesser of (i) the total number of Registrable Securities and (ii) one-third of the number of issued and outstanding shares of Common Stock that are held by non-affiliates of the Company on the day immediately prior to the filing date of the Initial Registration Statement.

  • Subscriber Shares means the Shares which the subscribers to the Instrument of the ICAV agree to subscribe for as more particularly hereinafter set forth after their names.

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

  • Remaining Shares has the meaning set forth in Section 4.1.2.

  • Transferred Shares means all or any portion of a Member’s Shares that the Member seeks to Transfer.

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

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

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

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

  • 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.