Original Shares Sample Clauses

Original Shares. Holder has not previously transferred the Original Shares (nor agreed to do so) and to the best of its knowledge has exclusive good and marketable right, title and interest (legal and beneficial) in and to all of the Original Shares. Holder has not placed any liens, pledges, security interests, charges, claims, or encumbrances of any kind on the Original Shares except as may apply as a result of applicable securities laws.
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Original Shares. The term "Original Shares" as used in this Part 7 is limited to the following shares: (i) the 18,107,143 ServiceMaster Shares received by WMX on the date hereof under the Contribution Agreement between ServiceMaster and WMX; (ii) all shares which shall be issued upon exercise of the WM Option; (iii) all ServiceMaster shares which shall be acquired by WMX in compliance with this Agreement prior to the first to occur of a sale of shares pursuant to a registration under this Part 7 or sales by WMX after the date hereof aggregating more than 2% of the outstanding ServiceMaster shares; (iv) other ServiceMaster shares acquired by WMX which ServiceMaster in its sole discretion shall agree in writing to count as Original Shares for purposes of this Agreement; and (v) all shares which may be issued with respect to any Original Shares in the Reincorporating Merger or in any other merger or reorganization or in connection with any stock split or stock dividend or in any distribution of equity securities to the holders of Original Shares or in connection with any other action having a similar substantive effect. Although the remainder of this Part 7 refers generally to "ServiceMaster shares" in no event shall such provisions be deemed to obligate ServiceMaster to register any shares which are not Original Shares.
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Original Shares. 8 1.54. OSHA.........................................................8 1.55.
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Original Shares. The 39,601,980 AT&T Shares owned by Comcast or its wholly-owned Affiliates on May 4, 1999, and identified as such on Schedule 1.53.
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Original Shares. The Pledgor shall, immediately after the execution of this Pledge in the case of the Original Shares, deposit (or procure there to be deposited) with the Administrative Agent or its nominee: (a) all share certificates, documents of title and other documentary evidence of ownership in relation to such Original Shares; and (b) stock transfer forms in respect of such Original Shares executed by the Pledgor (or if appropriate, its nominee in whose name such shares are registered) with the name of the transferee left blank or, if the Administrative Agent so requires, duly executed by the Pledgor or such nominee in favour of the Administrative Agent (or the Administrative Agent's nominee), together with such other documents as the Administrative Agent may reasonably require to enable the Administrative Agent (or the Administrative Agent's nominee) or any purchaser to be registered as the owner of, or otherwise to obtain legal title to, such Original Shares.
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Original Shares. 1 PART 2 WRITTEN RESOLUTION OF PLEXUS CORP. LIMITED..............................2 PART 3 FORM OF PROXY BY THE ADMINISTRATIVE AGENT OR ITS NOMINEE.................................................................3 PLEXUS INTERNATIONAL SERVICES, INC., as Pledgor BANK ONE, NA (having its principal office in Chicago, Illinois, U.S.A.), as Administrative Agent -------------------------------------------------------------------------------- PLEDGE OVER SHARES -------------------------------------------------------------------------------- PLEDGE OVER SHARES BETWEEN
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Related to Original Shares

  • Additional Shares The Company hereby grants to the Underwriters an option (the “Over-allotment Option”) to purchase up to an additional [●]3 Ordinary Shares (the “Additional Shares”), in each case solely for the purpose of covering over-allotments of such securities, if any. The Over-allotment Option is, at the Underwriters’ sole discretion, for Additional Shares.

  • Initial Shares The Shares to be purchased by each Underwriter hereunder, in definitive form, and in such authorized denominations and registered in such names as the Representative may request upon at least forty-eight hours’ prior notice to the Company, shall be delivered by or on behalf of the Company to the Representative, including, at the option of the Representative, through the facilities of The Depository Trust Company (“DTC”) for the account of such Underwriter, against payment by or on behalf of such Underwriter of the purchase price therefor by wire transfer of Federal (same-day) funds to the account specified to the Representative by the Company upon at least forty-eight hours’ prior notice. The Company will cause the certificates representing the Initial Shares to be made available for checking and packaging at least twenty-four hours prior to the Closing Time (as defined below) with respect thereto at the office of the Representative, 0000 00xx Xxxxxx Xxxxx, Xxxxxxxxx, Xxxxxxxx 00000, or at the office of DTC or its designated custodian, as the case may be (the “Designated Office”). The time and date of such delivery and payment shall be 9:30 a.m., New York City time, on the third (fourth, if pricing occurs after 4:30 p.m., New York City time) business day after the date hereof (unless another time and date shall be agreed to by the Representative and the Company). The time at which such payment and delivery are actually made is hereinafter sometimes called the “Closing Time” and the date of delivery of both Initial Shares and Option Shares is hereinafter sometimes called the “Date of Delivery.”

  • Ordinary Shares The Ordinary Shares included in the Units have been duly authorized and, when issued and delivered against payment for the Offered Securities by the Underwriters pursuant to this Agreement and registered in the Company’s register of members, will be validly issued, fully paid and non-assessable. The holders of such Ordinary Shares are not and will not be subject to personal liability by reason of being such holders; such Ordinary Shares are not and will not be subject to any preemptive or other similar contractual rights granted by the Company.

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

  • Additional Shares or Options The Company hereby agrees that until the consummation of a Business Combination, it shall not issue any shares of Common Stock or any options or other securities convertible into Common Stock, or any preferred shares or other securities of the Company which participate in any manner in the Trust Account or which vote as a class with the Common Stock on a Business Combination.

  • 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.

  • 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.

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

  • 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.

  • 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.

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