Unaffiliated Shares definition

Unaffiliated Shares has the meaning set forth in the Recitals.
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Unaffiliated Shares means the Common Shares of the Company outstanding, less any Common Shares of the Company Beneficially Owned by an offeror of a Permitted Offer, or by such offeror’s Affiliates and Associates, prior to such offeror’s purchase of Common Shares of the Company pursuant to the Permitted Offer.
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Unaffiliated Shares means all Company Voting Securities that are not Subject Shares.
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Examples of Unaffiliated Shares in a sentence

  • The Special Committee has received the opinion of the Financial Advisor to the effect that, as of the date of such opinion and based upon and subject to the matters set forth in the opinion, the consideration to be received by the holders of the Unaffiliated Shares in the Merger pursuant to this Agreement is fair to such holders from a financial point of view.

  • On matters that are the subject of action by written consent of stockholders in lieu of meeting, Xxxxxx Brothers and the Senior Executives each agree to deliver (or cause to be delivered) written consents with respect to a number of shares of Common Stock equal to the percentage of outstanding Unaffiliated Shares that have delivered written consents in such matter times the number of Excess Voting Shares held by each of them.

  • See also the sections titled “The ACB Special Meeting of Stockholders - Unaffiliated Shares; Stock Ownership of Controlling Stockholders” and “The Merger Agreement - Voting Agreements” beginning on pages 39 and 67, respectively.Director Nominees; Common DirectorsFollowing completion of the transactions contemplated by the Merger Agreement, the FFED board of directors will include six individuals who currently serve on the board of directors of FFED.

  • In the event of a Takeover Proposal initiated by a third party and recommended by the Company's Board of Directors, Shareholder agrees that it and its Affiliates will vote the Excess Shares in the same proportion as the Unaffiliated Shares are voted on such Takeover Proposal.

  • On matters submitted to a vote of stockholders, Xxxxxx Brothers and the Senior Executives each agree to vote (or cause to be voted), in the same proportion as the shares of outstanding Common Stock not owned by them ("Unaffiliated Shares") that are voted on any such matter, that percentage of Excess Voting Shares held by them at such time that equals the percentage of outstanding Unaffiliated Shares that are voted on such matter.

  • In the event of a Takeover Proposal initiated by a third party and recommended by the Company's Board of Directors, each of the Shareholders agree that they and their Affiliates will vote the Excess Shares in the same proportion as the Unaffiliated Shares are voted on such Takeover Proposal.

  • The Board of Directors of the Company (the “Board of Directors”) has approved a Transaction Agreement and Plan of Merger (the “Integration Agreement”) relating to the “Integration” of the equity of Telesat Canada (the “Integration”), and the approval of the Integration Agreement is conditioned upon the affirmative vote (the “Majority of the Minority Vote”) of the holders of a majority of the Unaffiliated Shares (as hereinafter defined).

  • See also the sections titled “The ACB Special Meeting of Stockholders - Unaffiliated Shares; Stock Ownership of Controlling Stockholders” and “The Merger Agreement - Voting Agreements” beginning on pages 39 and 67, respectively.

  • Any of the conditions to the Offer, other than the Majority of Unaffiliated Shares Condition and the Antitrust Condition, may be waived by Purchaser.

  • The Parties agree that the source of the funds --------------- for the merger consideration to be paid to the holders of Unaffiliated Shares under the merger agreement for the Proposed Merger shall be Firecom's available funds or funds made available through loans to Firecom by third parties in such amount and on such terms as are acceptable in the sole discretion of Xxxxxx.


More Definitions of Unaffiliated Shares

Unaffiliated Shares means all Outstanding Shares that are not Subject Shares.
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Unaffiliated Shares means the Common Shares outstanding, less any Common Shares Beneficially Owned by an offeror of a Permitted Offer, or by such offeror’s Affiliates and Associates, prior to such offeror’s purchase of Common Shares pursuant to the Permitted Offer.
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Unaffiliated Shares means the outstanding Voting Common Shares Beneficially Owned by any Person who is not a Meteor Party or an Integration Party; as of the date of adoption of this Agreement, there are 12,882,659 Unaffiliated Shares outstanding.
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Related to Unaffiliated Shares

  • 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.

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

  • 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;

  • Participating Shares means shares that entitle their holders to participate without limitation in distributions.

  • 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.

  • Per Share Stock Consideration has the meaning set forth in Section 3.01(a)(i).

  • Stockholder Shares means the shares of common stock of the Company issued to Stockholder in accordance with the terms and conditions of the Reorganization Agreement, including such shares of common stock of the Company transferred from Stockholder to The Cendant Charitable Foundation, and any securities of the Company issued as a dividend on or other distribution with respect to, or in exchange for or replacement of, such common stock.

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

  • 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.

  • Subject Shares means that number of Shares set forth on the Securityholder’s signature page attached to this Agreement, being all of the Shares owned legally or beneficially, either directly or indirectly, by the Securityholder or over which the Securityholder exercises control or direction, either directly or indirectly, and shall further include any Shares issued upon the conversion, exercise or vesting, as applicable, of Convertible Securities or otherwise acquired by the Securityholder after the date hereof.

  • Shares means the interests of Shareholders corresponding to the redeemable securities of record issued by the Fund under the Investment Company Act of 1940 that are held by the Intermediary.

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

  • Ordinary Shareholder means a holder of ordinary shares;

  • Common Stockholders means holders of shares of Common Stock.

  • 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.

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

  • A Shares means a participating share of no par value in the capital of the Fund, denominated in US Dollars;

  • Interested Shares means Shares that are beneficially owned by:

  • Common Stockholder means the employee of, consultant to, or director of the Company or other person to whom shares of Common Stock are issued pursuant to this Plan.

  • Ordinary Shareholders means holders of Ordinary Shares;

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

  • New Shares means ordinary or common shares, whether of the entity or person (other than the Share Issuer) involved in the Merger Event or a third party, that are, or that as of the Merger Date are promptly scheduled to be, (i) publicly quoted, traded or listed on an exchange or quotation system located in the same country as the Exchange (or, where the Exchange is within the European Union, in any member of state of the European Union) or on another exchange acceptable to the Issuer and (ii) not subject to any currency exchange controls, trading restrictions or other trading limitations.

  • Principal Stockholder Transferee means any Person who acquires voting stock of the Corporation from the Principal Stockholder (other than in connection with a public offering) and who is designated in writing by the Principal Stockholder as a “Principal Stockholder Transferee.”

  • Primary Shares means at any time the authorized but unissued shares of Common Stock or shares of Common Stock held by the Company in its treasury.

  • Insider Shares means all shares of Common Stock of the Company owned by an Insider immediately prior to the Company’s IPO. For the avoidance of doubt, Insider Shares shall not include any IPO Shares purchased by Insiders in connection with or subsequent to the Company’s IPO.

  • Voting Shares means the Common Shares and any other shares in the capital of the Corporation entitled to vote generally in the election of all directors.