Replacement Shares means shares of the Common Stock of such other Person; (2) if the Common Stock of such Person is not Registered Common Stock or such Person is not a corporation, and such Person is a direct or indirect Subsidiary of another Person but is not a direct or indirect Subsidiary of another Person which has Registered Common Stock outstanding, "Replacement Shares" shall mean shares of the Common Stock of the ultimate parent entity of such first-mentioned Person; (3) if the Common Stock of such Person is not Registered Common Stock or such Person is not a corporation, and such Person is directly or indirectly controlled by more than one Person, and one of such other Persons has Registered Common Stock outstanding, "Replacement Shares" shall mean shares of the Common Stock of whichever of such other Persons is the issuer having the highest Market Capitalization; and (4) if the Common Stock of such Person is not Registered Common Stock or such Person is not a corporation, and such Person is directly or indirectly controlled by more than one Person, and none of such other Persons have Registered Common Stock outstanding, "Replacement Shares" shall mean shares of the Common Stock of whichever ultimate parent entity is the corporation having the highest aggregate shareholders' equity or, if no such ultimate parent entity is a corporation, shall be deemed to refer to shares of the Common Stock of whichever ultimate parent entity is the entity having the greatest net assets. Any issuer of "Replacement Shares" shall be referred to as an "Issuer". "Market Capitalization" means the dollar figure equal to the product of the number of shares of Common Stock issued and outstanding on the date of the Trigger Occurrence in question, on a fully diluted basis, not held by Affiliates (as defined under the Exchange Act) multiplied by the Average Trading Price (as hereinafter defined). The holders of a majority of the Partnership Units held by the Limited Partners (excluding the Partnership Units held by the General Partner) may, within 90 days after the occurrence of a Triggering Event described in clause (y) of the first sentence of Section 16.1, waive, in writing, the adjustment to the Redemption Right provided for in this Section 16.2; provided, that (i) the Redemption Right shall remain in full force and effect as provided in Section 8.6, (ii) such election shall be binding on all of the Limited Partners and (iii) if the adjustment to the Redemption Right has previously been wai...
Replacement Shares has the meaning specified in Section 2.09(f)(i).
Replacement Shares means shares of the Common Stock of whichever ultimate parent entity is the corporation having the highest aggregate shareholders' equity or, if no such ultimate parent entity is a corporation, shall be deemed to refer to shares of the Common Stock of whichever ultimate parent entity is the entity having the greatest net assets. Any issuer of "Replacement Shares" shall be referred to as an "Issuer". "Market Capitalization" means the dollar figure equal to the product of the number of shares of Common Stock issued and outstanding on the date of the Trigger Occurrence in question, on a fully diluted basis, not held by Affiliates (as defined under the Exchange Act) multiplied by the Average Trading Price (as hereinafter defined). The holders of a majority of the Partnership Units held by the Limited Partners (excluding the Partnership Units held by the General Partner) may, within 90 days after the occurrence of a Triggering Event described in clause (y) of the first sentence of Section 16.1, waive, in writing, the adjustment to the Redemption Right provided for in this Section 16.2; provided, that (i) the Redemption Right shall remain in full force and effect as provided in Section 8.6, (ii) such election shall be binding on all of the Limited Partners and (iii) if the adjustment to the Redemption Right has previously been waived pursuant to this sentence, a new Triggering Event shall be deemed to occur each time a Person who is the Beneficial Owner of at least 33.3% of the outstanding REIT Shares becomes the Beneficial Owner of an additional 2% or more of the outstanding REIT Shares.
Examples of Replacement Shares in a sentence
In the event that the Company has sold, or has binding commitments to sell on or prior to the Effective Date, Permitted Replacement Shares, the Company may elect by written notice to each Purchaser to reduce the Total Purchase Amount by any portion of the number of such Permitted Replacement Shares as the Company may determine in its discretion; provided, that the Total Purchase Amount shall not be less than 190,000,000.
The holder to whom certificates representing Replacement Shares or Replacement Finder Compensation Warrants are to be issued shall, as a condition precedent to the issuance thereof, give a bond satisfactory to Parent in such sum as Parent may direct or otherwise indemnify Parent in a manner satisfactory to Parent against any claim that may be made against Parent with respect to the certificate alleged to have been lost, stolen or destroyed.
The holder to whom certificates representing Replacement Shares are to be issued shall, as a condition precedent to the issuance thereof, give a bond satisfactory to Organic Flower in such sum as Organic Flower may direct or otherwise indemnify Organic Flower in a manner satisfactory to Organic Flower against any claim that may be made against Organic Flower with respect to the certificate alleged to have been lost, stolen or destroyed.
CHCI will appoint an agent to sell Replacement Shares for each Vaxxinator Shareholder who is resident in the United States or otherwise a U.S. Person and not an Accredited Investor or for whom the issuance of Replacement Shares would not otherwise be exempt under the U.S. Securities Act, and such Vaxxinator Shareholder will receive an amount of cash representing the proceeds of the sale of such Replacement Shares, net of expenses of sale.
Interra will appoint an agent to sell Replacement Shares for each Interra Shareholder who is resident in the United States or otherwise a U.S. Person and not an Accredited Investor or for whom the issuance of Replacement Shares would not otherwise be exempt under the U.S. Securities Act, and such Alto Verde Shareholder will receive an amount of cash representing the proceeds of the sale of such Replacement Shares, net of expenses of sale.
More Definitions of Replacement Shares
Replacement Shares means shares of the Common Stock of whichever ultimate parent entity is the corporation or real estate investment trust having the highest aggregate shareholders' equity or, if no such ultimate parent entity is a corporation or a real estate investment trust, shall be deemed to refer to shares of the Common Stock of whichever ultimate parent entity is the entity having the greatest net assets. Any issuer of "Replacement Shares" shall be referred to as an "ISSUER." "MARKET CAPITALIZATION" means the dollar figure equal to the product of the number of shares of Common Stock issued and outstanding on the date of the Trigger Occurrence in question, on a fully diluted basis, not held by Affiliates (as defined under the Exchange Act) multiplied by the Average Trading Price (as hereinafter defined). B. From and after a Trigger Occurrence, the "Conversion Factor" shall be adjusted by multiplying the "Conversion Factor" existing on the day immediately prior to such Trigger Occurrence as follows: (i) if the REIT Shares, as a result of the Trigger Occurrence, have been converted solely into the right to receive Registered Common Stock, by the number of shares of Registered Common Stock which the holder of a single REIT Share was entitled to receive as a result of the Trigger Occurrence or (ii) in all other cases, by a fraction, the numerator of which shall be the Average Trading Price of a REIT Share as of such Trigger Occurrence and the denominator of which shall be the Average Trading Price of a Replacement Share as of such Trigger Occurrence. Following a Trigger Occurrence, the Conversion Factor shall be further adjusted as set forth in the definition of "Conversion Factor" contained in Article 1 of this Agreement and as provided in this Section 16.2. C. For the purpose of any computation hereunder, the "Average Trading Price" per share of Common Stock on any date shall be deemed to be the average of the daily closing prices per share of such shares for the ten consecutive trading days immediately prior to the third trading day prior to such date; PROVIDED, HOWEVER, in the event the Triggering Event occurs as part of a series of related transactions which also includes a tender offer, the ten trading day period shall be the ten consecutive trading day period immediately prior to the day REIT Shares are accepted for payment pursuant to such tender offer; PROVIDED, HOWEVER, FURTHER, if prior to the expiration of such requisite ten trading day period the issuer announ...
Replacement Shares means that number of shares of common stock, par value
Replacement Shares has the meaning set forth in Section 6.13(c).
Replacement Shares means the Unsecured Debt Shares and Existing Stockholder Shares that are not issued to holders of 2013 Convertible Notes and RTL Notes or to Existing Stockholders in the circumstances described in Section 3.3(b).
Replacement Shares means shares of the Common Stock of whichever of such other Persons is the issuer having the highest Market Capitalization; and (4) if the Common Stock of such Person is not Registered Common Stock or such Person is neither a corporation nor a real estate investment trust, and such Person is directly or indirectly controlled by more than one Person, and none of such other Persons have Registered Common Stock outstanding, "Replacement Shares" shall mean shares of the Common Stock of whichever ultimate parent entity is the corporation or real estate investment trust having the highest aggregate shareholders' equity or, if no such ultimate parent entity is a corporation or a real estate investment trust, shall be deemed to refer to shares of the Common Stock of whichever ultimate parent entity is the entity having the greatest net assets. Any issuer of "Replacement Shares" shall be referred to as an "Issuer." "Market Capitalization" means the dollar figure equal to the product of the number of shares of Common Stock issued and outstanding on the date of the Trigger Occurrence in question, on a fully diluted basis, not held by Affiliates (as defined under the Exchange Act) multiplied by the Average Trading Price (as hereinafter defined).
Replacement Shares means shares of the Common Stock of whichever ultimate parent entity is the corporation or real estate investment trust having the highest aggregate shareholders' equity or, if no such ultimate parent entity is a corporation or a real estate investment trust, shall be deemed to refer to shares of the Common Stock of whichever ultimate parent entity is the entity having the greatest net assets. Any issuer of "Replacement Shares" shall be referred to as an "Issuer." "Market Capitalization" means the dollar figure equal to the product of the number of shares of Common Stock issued and outstanding on the date of the Trigger Occurrence in question, on a fully diluted basis, not held by Affiliates (as defined under the Exchange Act) multiplied by the Average Trading Price (as hereinafter defined).
Replacement Shares means shares which may be awarded to Employees as Option(s) or as Restrictive Stock in such amount and at such value as may be determined by the Committee to be sufficient to replace similar awards from Murphy Oil Corporation which were forfeited by Employees by virtue of their employment by the Company.