AFFECTED SHARES Sample Clauses

AFFECTED SHARES. This Temporary Voting Agreement shall bind (i) all shares issued by Oi held by the Shareholders (or successors) on this date and the ones which may be issued in the future, including but not limited to those by means of subscription, acquisition, transfer, reverse split, division, bonus distribution, dividends distribution with payment in shares, capitalization of profits or other reserves, conversion of shares and as a result of mergers, amalgamations or spin-offs or any other corporate reorganization operation (including shares to be issued as a result of the Restructuring of Telemar Participações), conversion or transfer of any titles or securities, including debentures and subscription bonus, and any rights of share subscription or convertible bonds of Oi which may be granted, at any time, to the Shareholders (or successors), as well as all inherent rights and prerogatives (the “Oi Affected Shares”); and (ii) all shares issued by CorpCo held by CorpCo Shareholders (or successors) on this date and the ones which may be issued in the future, including but not limited to those by means of subscription, acquisition, transfer, reverse split, division, bonus distribution, dividends distribution with payment in shares, capitalization of profits or other reserves, conversion of shares and as a result of mergers, amalgamations or spin-offs or any other corporate reorganization operation (including shares to be issued as a result of the Restructuring of Telemar Participações and the Merger of Oi Shares by CorpCo), conversion or transfer of any titles or securities, including debentures and subscription bonus, and any rights of shares subscription or convertible bonds of CorpCo which may be granted, at any time, to the Shareholders (or successors), as well as all inherent rights and prerogatives (the “CorpCo Affected Shares”, and, together with the Oi Affected Shares, the “Affected Shares”).
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AFFECTED SHARES. Notwithstanding any provision herein to the contrary, any Affected Shares shall no longer be entitled to accrue any Dividends from and after the date they are deemed to be Affected Shares and the provisions of Section 4(a)-(f) shall not be applicable to such Affected Shares.
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AFFECTED SHARES. 3.1. This Shareholders’ Agreement is binding upon all Affected Shares as indicated in the table below: Litel 637,443,857 49.01 200,864,272 71.41 838,308,129 53.00 Litela — — 80,416,931 28.59 80,416,931 5.08 Bndespar 149,787,385 11.52 — — 149,787,385 9.47 Bradespar 275,965,821 21.22 — — 275,965,821 17.45 Mitsui 237,328,059 18.25 — — 237,328,059 15.00 3.2. Affected Shares are subject to all conditions provided for in this Shareholders’ Agreement 3.3. In the event that they hold a shareholding interest in Vale, other than through Valepar, the Parties undertake to manifest their voting right inherent to such shareholding interest, in a form identical to that provided for in this Shareholders’ Agreement in relation to the same question. 3.3.1. The Parties shall always attend the general meetings of Shareholders of Vale so as to exercise the right to vote the shares of Vale owned by them and not subject to this Shareholders’ Agreement, in connection with a certain matter, in an identical form with what has been decided regarding such certain matter pursuant to this Shareholders’ Agreement. 3.3.2. For purposes of this item 3.3, the shareholding interest directly or indirectly held at Vale will be considered, and the Parties hereby undertake, even if they do not have the power to determine the vote to be issued by the Vale’s investment vehicle, to issue its vote within the scope of such vehicle, whenever applicable, in an identical form to what is decided under this Shareholders’ Agreement.
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AFFECTED SHARES. This Shareholders’ Agreement is binding upon all Affected Shares as indicated in the table below: Litel [—] 10.00 Bndespar [—] 2.26 Bradespar [—] 4.16 Mitsui [—] 3.58
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AFFECTED SHARES. Such Purchaser understands that, until such time as the Shares have been converted into Common Stock, the Shares will bear a legend as follows: “THE HOLDER OF THE SECURITIES REPRESENTED HEREBY ACKNOWLEDGES AND AGREES THAT ANY SUCH SECURITIES MAY CONSTITUTE “AFFECTED SHARES” AS SUCH TERM IS DEFINED IN THE CERTIFICATE OF DESIGNATIONS OF SERIES B CONVERTIBLE PERPETUAL PREFERRED STOCK IN THE CIRCUMSTANCES DESCRIBED IN SUCH CERTIFICATE OF DESIGNATIONS.”
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AFFECTED SHARES. The Trustees also may amend this Declaration without any vote of Shareholders of any class of series to divide the Shares of the Trust into one or more classes or additional classes, or one or more series of any such class or classes, to change the name of the Trust or any class or series of Shares, to make any change that does not adversely affect the relative rights or preferences of any Shareholder, as they may deem necessary, or to conform this Declaration to the requirements of the 1940 Act or any other applicable federal laws or regulations including pursuant to Section 6.2 or the requirements of the regulated investment company provisions of the Code, but the Trustees shall not be liable for failing to do so.
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AFFECTED SHARES. 3.1. This Shareholders’ Agreement is binding upon all Affected Shares as indicated in the table below: Shareholder Common Shares % Preferred Class A % Common and PNA % Litel 637,443,857 49.01 200,864,272 71.41 838,308,129 53.00 Litela - - 80,416,931 28.59 80,416,931 5.08 Bndespar 149,787,385 11.52 - - 149,787,385 9.47 Bradespar 275,965,821 21.22 - - 275,965,821 17.45 Mitsui 237,328,059 18.25 - - 237,328,059 15.00 1,300,525,122 100.00 281,281,203 100.00 1,581,806,325 100.00 3.2. Affected Shares are subject to all conditions provided for in this Shareholders’ Agreement 3.3. In the event that they hold a shareholding interest in Vale, other than through Valepar, the Parties undertake to manifest their voting right inherent to such shareholding interest, in a form identical to that provided for in this Shareholders’ Agreement in relation to the same question. 3.3.1. The Parties shall always attend the general meetings of Shareholders of Vale so as to exercise the right to vote the shares of Vale owned by them and not subject to this Shareholders’ Agreement, in connection with a certain matter, in an identical form with what has been decided regarding such certain matter pursuant to this Shareholders’ Agreement. 3.3.2. For purposes of this item 3.3, the shareholding interest directly or indirectly held at Vale will be considered, and the Parties hereby undertake, even if they do not have the power to determine the vote to be issued by the Vale’s investment vehicle, to issue its vote within the scope of such vehicle, whenever applicable, in an identical form to what is decided under this Shareholders’ Agreement.
Sample 1
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AFFECTED SHARES. This Shareholders’ Agreement is binding upon all Affected Shares as indicated in the table below: Litel 491,051,221 10.00 Bndespar 110,926,491 2.26 Bradespar 204,369,149 4.16 Mitsui 175,755,581 3.58
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Related to AFFECTED SHARES

  • Restricted Shares Employee hereby accepts the Restricted Shares when issued and agrees with respect thereto as follows:

  • Vested Shares “Vested Shares” shall mean the shares of Restricted Stock which are no longer subject to the Restrictions by reason of Section 3.2.

  • Forfeiture of Restricted Shares Subject to Section 4(b), if your Service to the Company or any Affiliate terminates before all of the Restricted Shares have vested, or if you attempt to transfer Restricted Shares in a manner contrary to the transfer restrictions, you will immediately forfeit all unvested Restricted Shares. Any Restricted Shares that are forfeited shall be returned to the Company for cancellation.

  • Reacquired Shares Any shares of Series A Preferred Stock purchased or otherwise acquired by the Corporation in any manner whatsoever shall be retired and canceled promptly after the acquisition thereof. All such shares shall upon their cancellation become authorized but unissued shares of Preferred Stock and may be reissued as part of a new series of Preferred Stock to be created by resolution or resolutions of the Board of Directors, subject to the conditions and restrictions on issuance set forth herein.

  • Restricted Share Units Restricted Share Units means Restricted Share Units granted to Participant under the Plan subject to such terms and conditions as the Committee may determine at the time of issuance.

  • Option Shares For the purposes of covering any over-allotments in connection with the distribution and sale of the Firm Shares, the Company hereby grants to the Underwriters an option to purchase up to [●] additional shares of Common Stock, representing fifteen percent (15%) of the Firm Shares sold in the offering, from the Company (the “Over-allotment Option”). Such [●] additional shares of Common Stock, the net proceeds of which will be deposited with the Company’s account, are hereinafter referred to as “Option Shares.” The purchase price to be paid per Option Share shall be equal to the price per Firm Share set forth in Section 1.1.1 hereof. The Firm Shares and the Option Shares are hereinafter referred to together as the “Public Securities.” The offering and sale of the Public Securities is hereinafter referred to as the “Offering.”

  • Issuance of Restricted Shares The Restricted Shares shall be issued upon acceptance hereof by Employee and upon satisfaction of the conditions of this Agreement.

  • Award of Restricted Shares The Committee hereby awards to the Awardee [insert # of shares] Restricted Shares. All such Restricted Shares shall be subject to the restrictions and forfeiture provisions contained in Sections 4, 5 and 6, such restrictions and forfeiture provisions to become effective immediately upon execution of this Agreement by the parties hereto.

  • Vesting of Restricted Shares The Restricted Shares are subject to forfeiture to the Company until they become vested and non-forfeitable in accordance with this Section 2. While subject to forfeiture, the Restricted Shares may not be sold, pledged, assigned, otherwise encumbered or transferred in any manner, whether voluntarily or involuntarily by the operation of law, except to (i) an immediate family member or (ii) a trust or other estate-planning vehicle (collectively, the “Permitted Transferees”), so long as any such Permitted Transferee, as a condition to such transfer, agrees in writing to be bound by the terms of this Agreement with respect to the Restricted Shares. (a) 100% of the Restricted Shares subject hereto shall become vested and non-forfeitable on the third anniversary of the Effective Date, provided the Grantee remains in continuous service with the Company through such date. (b) Upon cessation of the Service Relationship (hereinafter defined), any Restricted Shares which then remain forfeitable (determined after application of Section 2(c), below) will immediately and automatically, without any action on the part of the Company, be forfeited, and the Grantee will have no further rights with respect to those shares. (c) If the Service Relationship (as defined below) terminates due to the Grantee’s death, or if a Change in Control (as defined below) occurs during the Service Relationship, any otherwise unvested Restricted Shares will then become vested and non-forfeitable. Similarly, if the Service Relationship ceases due to a termination by the Company without “Cause”, due to the Grantee’s “Disability” or due to a resignation by the Grantee with “Good Reason” (each as defined in that certain Employment Agreement between the Grantee and the Company dated on or about the closing date of the Transaction (the “Employment Agreement”)), and the Grantee executes a release of claims in the form and manner described in Section 7(c)(iii) of the Employment Agreement within the timeframe established in the Employment Agreement, any otherwise unvested Restricted Shares will become vested and non-forfeitable when such release becomes irrevocable. (d) For purposes of this Agreement, “Service Relationship” means the Grantee’s employment or service with the Company or its parent or any subsidiary or Affiliate, whether in the capacity of an employee, director or a consultant. Unless otherwise determined by the Board, the Grantee’s Service Relationship shall not be deemed to have terminated merely because of a change in the capacity in which the Grantee renders service to the Company or a transfer between locations of the Company, its parent or any subsidiary or Affiliate or a transfer between the Company, its parent, or any subsidiary or Affiliate, provided that there is no interruption or other termination of the Service Relationship. Subject to the foregoing and the following sentence, the Company, in its discretion, shall determine whether the Grantee’s Service Relationship has terminated and the effective date of such termination. The following events shall not be deemed a termination of the Service Relationship:

  • RSUs The Continuing Stock Units shall continue to vest in accordance with the terms of the Original RSU Award Documents, on the same basis as such stock units would have become vested if Executive had remained employed under this Agreement through the Scheduled Expiration Date. Except as otherwise expressly provided herein, all such Continuing Stock Units shall be subject to, and administered in accordance with, the Original RSU Award Documents. Any of Executive’s restricted stock unit awards that have not become vested on or before the Termination Date, and that are outstanding at the Termination Date, but which are not Continuing Stock Units, shall automatically terminate on the Termination Date. Notwithstanding any term or provision of the Original RSU Award Documents: (A) any provisions in such Original RSU Award Documents relating to disability shall not be applicable to any such Continuing Stock Units after the Termination Date; and (B) in the event of Executive’s death after the Termination Date but prior to the Scheduled Expiration Date, the terms and provisions of the Original RSU Award Documents shall be interpreted and applied in the same manner with respect to such Continuing Stock Units as if Executive were an active employee on the date of Executive’s death. (C) to the extent that, under the Company’s compensation practices and policies, any tranche of Continuing Stock Units is subject to the achievement of performance conditions which were imposed solely because Executive was an executive officer of the Company who could have been a covered employee within the meaning of Section 162(m) at the time payment in respect of such award was expected to be made (the “Applicable 162(m) Criteria”) and such Applicable 162(m) Criteria relate, in whole or in part, to any performance period continuing after the end of the Company’s fiscal year in which the Termination Date occurs, such Applicable 162(m) Criteria shall be waived as of the Termination Date with respect to such tranche of the Continuing Stock Units; provided, however, that this Paragraph 5(d)(iii)(C) shall not be applicable if and to the extent, in the reasonable opinion of tax counsel to the Company, the presence of such provision would cause any stock units intended to be qualified as other performance based compensation within the meaning of Section 162(m) of the Code to fail to be so qualified at any time prior to Executive’s Termination Date.

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