Concert Shares Sample Clauses

Concert Shares. (a) Concert Holdings Ltd. ("Concert Holdings"), a wholly-owned Subsidiary of BT, owns, legally, beneficially and of record, 100% of the share capital of Concert and BT, through BT Holdings, owns legally, beneficially and of record 100% of the share capital of Concert Holdings. After the date of this Agreement and prior to the Closing, BT Holdings will form a wholly-owned Subsidiary ("BT IntermediateCo") to which it will contribute all of the share capital of Concert Holdings, which will thereafter own legally, beneficially and of record 100% of the share capital of Concert Holdings. At the Closing, BT Holdings will contribute the share capital in Concert to the Newco Group by transferring to Thistle BV its equity interests in BT IntermediateCo, which will thereafter own legally, beneficially and of record 100% of the share capital of BT IntermediateCo. (b) The parents acknowledge that prior to the date of this Agreement, Concert Holdings acquired from MCI the 24.9% equity interest in Concert previously held by MCI (the "Purchased Shares") and that such purchase of the Purchased Shares has been financed by BT Holdings by debt with interest rates and other provisions on market terms. The amount of Indebtedness of Concert Holdings incurred to fund the purchase of the Purchased Shares and to be assumed by Thistle BV or any of the Newco Subsidiaries does not exceed $1 billion (the "Assumed Concert Purchase Debt"). For the purposes of this Section 15.5, subject to Section 15.5(c), the term "Cap" means $500 million. (c) Prior to the Closing, BT will negotiate with AT&T in good faith to purchase for fair market value a package of assets from AT&T or any of its Affiliates for an amount equal to the Cap. Without being required to offer any particular assets to BT, AT&T will use its Reasonable Best Efforts to offer to BT a package of assets, and negotiate in good faith with respect thereto, with the mutual intention that the downward adjustment in the Cap referred to below in this Section 15.5(c) will not be necessary. The assets to be offered by AT&T will include assets located in Continental Europe, in North America, and in such other locations as may be reasonably agreed by AT&T and BT; provided, that, any assets located in the United States to be offered by AT&T shall be selected by AT&T in its discretion. If the parents cannot agree on the valuation of the assets being offered by AT&T to BT, either parent may, by written notice to the other, require that the val...
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Related to Concert Shares

  • Founder Shares In July 2023 and September 2023, Hercules Capital Management Corp (the “Sponsor”) acquired an aggregate of 1,437,500 Class B ordinary shares of the Company, par value $0.0001 per share (the “Founder Shares”), for an aggregate consideration of $25,000 to. No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the purchase of Founder Shares. Except as described in the Registration Statement, none of the Founder Shares may be sold, assigned or transferred by the Sponsor or any of its transferees prior to the date hereof (collectively, the “Initial Shareholders”) until the earlier of: (i) six months following the consummation of the Business Combination; or (ii) subsequent to the consummation of a Business Combination, the date on which the Company completes a liquidation, merger, stock exchange or other similar transaction after the initial Business Combination, that results in all of the Company’s public shareholders having the right to exchange their Ordinary Shares for cash, securities or other property. Notwithstanding the foregoing, if the last sale price of the Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share splits, share capitalizations, rights issuances, subdivisions, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period after the initial Business Combination, 50% of the Founder Shares will be released from such transfer restrictions. The holders of Founder Shares shall have no right to any liquidating distributions with respect to any portion of the Founder Shares in the event the Company fails to consummate a Business Combination within the period of time as provided in its amended and restated memorandum and articles of association. The holders of the Founder Shares shall not have redemption rights with respect to the Founder Shares. In the event that the Over-allotment Option is not exercised in full, the Sponsor will be required to forfeit such number of Founder Shares (up to 187,500 Founder Shares) such that the Founder Shares then outstanding will comprise approximately 20% of the issued and outstanding shares of the Company (excluding the Placement Shares (as defined below) and the Representative Shares (as defined below)) after giving effect to the Offering and exercise, if any, of the Over-allotment Option.

  • The Shares The Shares to be issued and sold by the Company hereunder have been duly authorized by the Company and, when issued and delivered and paid for as provided herein, will be duly and validly issued, will be fully paid and nonassessable and will conform to the descriptions thereof in the Registration Statement, the Pricing Disclosure Package and the Prospectus; and the issuance of the Shares is not subject to any preemptive or similar rights.

  • New Shares Stockholder agrees that any shares of Company Capital Stock that Stockholder purchases or with respect to which Stockholder otherwise acquires beneficial ownership after the date of this Agreement and prior to the Expiration Date (“New Shares”) shall be subject to the terms and conditions of this Agreement to the same extent as if they constituted Shares.

  • Common Shares 4 Company...................................................................................... 4

  • Parent Shares All outstanding Parent Shares, and all Parent Shares, which may be issued pursuant to this Agreement shall when issued in accordance with this Agreement be, duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights.

  • Purchased Shares Subject to the terms and conditions provided below, Seller shall sell and transfer to Buyers and Buyers shall purchase from Seller, on the Closing Date (as defined in Section 1(c)), all of the Shares.

  • Company Shares If the managing underwriter has not limited the number of Registrable Securities to be underwritten, the Company may include securities for its own account or for the account of others in such registration if the managing underwriter so agrees and if the number of Registrable Securities which would otherwise have been included in such registration and underwriting will not thereby be limited.

  • Buyer Shares Each Buyer Share issued and outstanding at and as of the Effective Time will remain issued and outstanding.

  • Settlement Shares With respect to any Settlement Date other than the Final Date, the number of Shares designated as such by Counterparty in the relevant Settlement Notice or designated by Dealer pursuant to the “Termination Settlement” provisions of Paragraph 7(g) below, as applicable; provided that the Settlement Shares so designated shall (i) not exceed the Number of Shares at that time and (ii) in the case of a designation by Counterparty, be at least equal to the lesser of 100,000 and the Number of Shares at that time, in each case with the Number of Shares determined taking into account pending Settlement Shares; and

  • Warrant Holder Not Shareholder This Warrant does not confer upon the holder hereof any right to vote or to consent or to receive notice as a shareholder of the Company, as such, in respect of any matters whatsoever, or any other rights or liabilities as a shareholder, prior to the exercise hereof as hereinbefore provided.

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