Retained Shares. Each Retained Share shall be converted into and --------------- exchanged for a number of validly issued, fully paid and nonassessable shares constituting Common Stock Units as shall equal the Per Share Merger Consideration divided by the price paid by affiliates of Xxxx which are parties to the Equity Commitment for a Common Stock Unit. Each Stockholder, by executing this Agreement, irrevocably elects to retain a number of Shares calculated by dividing the dollar amount set forth opposite such Stockholders name on Annex II -------- under the heading "Retained Amount" by the Per Share Merger Consideration.
Retained Shares. Subject to the terms and conditions of Section 3, Transferor will retain the Retained Shares.
Retained Shares. Each issued and outstanding Retained Share shall convert into the right to retain one fully paid and nonassessable share of Common Stock and each issued and outstanding share of Common Stock that is owned by Newco, Acquisition LLC or Holding LLC shall convert into the right to retain one fully paid and nonassessable share of Common Stock.
Retained Shares. From and after the date hereof, Seller shall not, without the prior written consent of the Buyers holding a majority of the Purchased Shares, transfer, sell or otherwise dispose of any rights in, under or to the 150 Shares not sold to the Buyers pursuant to this Agreement.
Retained Shares. Any Company Shares distributed to MSF Subsidiaries in respect of the 1,435,954 MFS Class A Shares and the 1,224,245 MSF Class B Shares held by MSF Subsidiaries shall be included in Retained Shares for all other purposes of this Agreement. Accordingly, to maintain a pro rata distribution and to maintain the Retained Shares at no more than 19.9% of the outstanding Company Shares of each class, all Company Shares distributed in respect of MSF Shares held of record by MSF Subsidiaries shall be returned automatically by the MSF Subsidiaries immediately following the Distribution and on the same day as the Distribution, to the Distribution Trust and shall be held in the Distribution Trust by MSF as Retained Shares. The Distribution Trust will continue to hold the Retained Shares after the Distribution Date pursuant to the Distribution Trust Agreement, pending the sale or other disposition of the Retained Shares by MSF, in accordance with Section 8.5 below and the Distribution Trust Agreement.
Retained Shares. Any shares of JCN Common Stock with respect to which the holder (or the beneficial owner, as the case may be) shall not have submitted to the Exchange Agent an effective, properly completed Election Form on or before 5:00 p.m. on the fifth business day prior to the date of the JCN Shareholders Meeting (or such other time and date as Highwoods and JCN may mutually agree) (the "Election Deadline") shall be referred to herein as "No Election Shares." Any of the elections set forth in the foregoing paragraph shall have been properly made only if the Exchange Agent shall have actually received a properly completed Election Form by the Election Deadline. Any Election Form may be revoked or changed by the person submitting a subsequent Election Form at or prior to the Election Deadline. In the event an Election Form is revoked prior to the Election Deadline, the shares of JCN Common Stock represented by such Election Form shall become No Election Shares. Subject to the terms of this Agreement and of the Election Form, the Exchange Agent shall have reasonable discretion to determine whether any election, revocation or change has been properly or timely made and to disregard immaterial defects in the Election Forms, and any good faith decisions of the Exchange Agent regarding such matters shall be binding and conclusive. The Exchange Agent shall promptly notify JCN of any defect in an Election Form other than an immaterial defect disregarded in good faith by the Exchange Agent. Subject to the foregoing sentence, neither Highwoods nor the Exchange Agent shall be under any obligation to notify any person of any defect in an Election Form. Within three business days after the Election Deadline, Highwoods shall cause the Exchange Agent to effect the allocation among the holders of JCN Common Stock in accordance with the Election Forms, subject to the following:
Retained Shares. (a) All Retained Shares shall be held by the Trust for the benefit of MSF and the MSF Subsidiaries or MSF’s designees until the earlier of (i) the disposition of the Retained Shares as provided herein and (ii) the Trust Termination Date, as defined in Section 6 below.
(b) From the Delivery Date until the 90th day following the Effective Time, or such earlier date as the Company may authorize by an Officer’s Certificate delivered to the Trustee, MSF may transfer any Company Share that are Retained Shares at the time of transfer, only to the Company or to affiliates of MSF or the Company, provided such transfers are made pursuant to available exemptions from registration under the Securities Act of 1933 and the rules and regulations thereunder (the “Securities Act”), and provided further that any such transferees are restricted from any transfers of such Retained Shares until after the 90th day after the Effective Time (the “90th Day”) and then only pursuant to (i) an effective registration statement under the Securities Act as to which no stop orders are in effect or (ii) available exemptions from registration under the Securities Act.
(c) Upon and following the 90th Day, MSF or the MSF Representatives may direct the transfer by written notice to the Trustee and the Company to any underwriter or placement or other agent for disposition of Retained Shares pursuant to (i) an effective registration statement under the Securities Act as to which no stop order is in effect or (ii) available exemptions from registration under the Securities Act, in each case subject to the Transfer Restrictions.
(d) In addition to the securities law restrictions in preceding paragraphs (b) and (c) of this Section, MSF may transfer Retained Shares held by the Trust (i) in transactions to its affiliates, pursuant to exemptions from registration under the Securities Act prior to the Distribution Date and subject to non-objection or approval by or waivers from the Board of Governors of the Federal Reserve or its delegee (the “Federal Reserve”), (ii) pursuant to one or more Company registration statements that have been declared effective by the SEC, (iii) in transactions where no transferee or associated group of transferees would receive more than 2% of the outstanding Company voting securities of any class, (iv) in transactions where the transferee controls more than 50% of the Company’s outstanding voting securities without transfer from or at the direction of MSF, or in other tra...
Retained Shares. Nothing in this Cancellation Agreement shall affect the validity of the remaining 126,666,667 shares of Common Stock (the “Retained Shares”) issued pursuant to the Purchase Agreement, or any of Stockholder’s rights thereto.
Retained Shares. Each V Corp. Retained Share, together ------------------------ with the associated Right, shall automatically be converted into and become a one fully paid and nonassessable share of Common Stock, par value $0.01 per share, of the Surviving Corporation.
Retained Shares. 1 Schedules.....................................................................5 SEC...........................................................................8
