Public Shares Clause Samples

The 'Public Shares' clause defines the terms and conditions related to shares of a company that are traded on a public stock exchange. It typically outlines which shares are considered public, how they may be transferred, and any restrictions or obligations that apply to their holders. For example, it may specify reporting requirements for significant shareholders or limitations on resale during certain periods. The core function of this clause is to ensure compliance with securities regulations and to clarify the rights and responsibilities associated with publicly traded shares, thereby promoting transparency and legal certainty for all parties involved.
Public Shares. Each share of the Common Stock, other than any shares of Common Stock to be converted or canceled pursuant to Article 2.1.2 or 2.1.3 and other than any Dissenting Shares (as defined in Article 2.5), issued and outstanding immediately prior to the Effective Time (the "Public Shares") shall be converted into the right to receive $6.03 in cash, without interest (the "Merger Consideration"). At the Effective Time, each Public Share shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each certificate evidencing any Public Share shall thereafter represent only the right to receive, upon the surrender of such certificate in accordance with the provisions of Article 2.2, an amount in cash per share equal to the Merger Consideration. The holders of certificates previously evidencing the Public Shares shall cease to have any rights with respect to such shares of Common Stock except as otherwise provided herein or by law.
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Public Shares. Each Public Share issued and outstanding immediately prior to the Effective Time (other than any Public Shares owned by shareholders, if any, who exercise dissenters rights in accordance with the KBCA (the “Dissenting Shares”) shall be exchanged for the right to receive an amount of cash, without interest, equal to the Offer Price (the “Share Exchange Consideration”). At the Effective Time, all such Public Shares shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and each holder of (i) a certificate that immediately prior to the Effective Time represented any such Public Shares (each, a “Certificate”) or (ii) any such uncertificated Public Shares (collectively, the “Uncertificated Shares”) shall cease to have any rights with respect thereto, except the right to receive the Share Exchange Consideration in accordance with the terms of this Agreement or, in the case of holders of Dissenting Shares, their rights under Subtitle 13 of the KBCA. The right of any holder of a Public Share to receive the Share Exchange Consideration shall be subject to and reduced by the amount of any withholding that is required under applicable Tax Law.
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Public Shares. Parent shall not take, or cause its affiliates to take, any action in the twelve-month period following the Effective Time to increase above 80% Parent's direct and indirect percentage interest in the capital stock of RV, without the approval of all of the Disinterested Directors of RV.
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Public Shares. Each of the Sellers agrees that it will not, and will use its best efforts to cause Holdings, the Company, the Group Compa- ▇▇▇▇ and their respective Affiliates, officers and directors or any one acting on their behalf not to, bid for or purchase any Public Shares or take any action for the purpose of creating actual or apparent trading in or affecting the price of the Public Shares.
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Public Shares. The Public Shares have been duly authorized and reserved for issuance and when issued and paid for in accordance with this Agreement, will be validly issued, fully paid and non-assessable; the holders thereof are not and will not be subject to personal liability by reason of being such holders; the Public Shares are not and will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company; and all corporate action required to be taken for the authorization, issuance and sale of the Public Shares has been duly and validly taken. The form of certificate for the Public Shares conforms to the corporate law of the jurisdiction of the Company’s incorporation and applicable securities laws. The Public Shares conform in all material respects to the descriptions thereof contained in the Registration Statement, the Statutory Prospectus and the Prospectus, as the case may be.
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Public Shares. None of the Sellers, Holdings, the Company or their senior executives and directors nor, to the best of the Sellers' knowl- edge, any of the Group Companies or their respective Affiliates, senior executives and directors or any one acting on their behalf, has bid for or purchased any Public Shares or taken any action for the purpose of creating actual or apparent trading in or raising the price of the Public Shares.
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Public Shares 
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Related to Public Shares

  • Founder Shares In June 2020, the Company issued to HighCape Capital Acquisition LLC (the “Sponsor”), for an aggregate consideration of $25,000, 2,875,000 shares of the Company’s Class B common stock, par value $0.0001 per share (the “Founder Shares”), in a private placement exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). In June 2020, the Sponsor transferred 30,000 founder shares to each of D▇▇▇▇ ▇▇▇▇▇▇▇, A▇▇▇▇▇ ▇▇▇▇▇▇ and R▇▇▇▇▇ ▇▇▇▇ (together with the Sponsor, the “Initial Stockholders”), resulting in the Sponsor holding 2,785,000 founder shares. 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 Initial Stockholders until the earlier of: (i) one year following the consummation of the Business Combination; or (ii) subsequent to the consummation of a Business Combination, (x) when the closing price of the Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing 150 days after the consummation of the Business Combination; or (y) the date on which the Company consummates a transaction which results in all of the Company’s stockholders having the right to exchange their shares for cash, securities, or other property. 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. 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 Initial Stockholders will be required to forfeit such number of Founder Shares (up to 375,000 Founder Shares) such that the Founder Shares then outstanding will comprise 20% of the issued and outstanding shares of the Company (not including Placement Shares (as defined below)) after giving effect to the Offering and exercise, if any, of the Over-allotment Option.