Third Party Shares Sample Clauses

Third Party Shares. The Company will not, directly or indirectly, purchase any shares of capital stock of the Company (or any Rights in respect of any such shares) or, except pursuant to the exercise of the call option under the letter agreement dated January 13, 2003 among the Company, BAC and AmBev (the "Heineken Letter Agreement"), any shares (or any Rights in respect of any such shares) of QIB (collectively, "Third Party Shares") until the earlier of (a) the second anniversary of the date of this Agreement or (b) the date on which AmBev shall have acquired an aggregate of 12 million Class B Shares (as adjusted as provided in Section 3.04), whether under Sections 3.01 or 3.02, in addition to the Class A Shares acquired by AmBev on the date hereof and the Remaining Shares to be acquired by AmBev pursuant to the Exchange. If, after the second anniversary of the date of this Agreement, AmBev has not yet acquired an additional 12 million Class B Shares (as adjusted as provided in Section 3.04), the Company may acquire Third Party Shares provided it first offers AmBev the opportunity to acquire such Third Party Shares, to the extent of the difference between 12 million and the additional Class B Shares previously acquired by AmBev. If AmBev declines the opportunity to purchase such Third Party Shares, the Company may acquire them, but only on terms and conditions (including price) no less favorable to the sellers and no more favorable to the Company than those offered to AmBev. Any Third Party Shares not acquired by AmBev or the Company may not subsequently be acquired by the Company unless AmBev is first offered the opportunity to acquire them to the extent required by, and in accordance with, the provisions of this Section 3.02.
Sample 1
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Third Party Shares. Subject to Section 2.4, if all of the Offered Shares are not sold to the Company and/or the Remaining Stockholders pursuant to Section 2.2 hereof, then, during the ninety (90) day period following the expiration of such rights, the Offering Stockholder may, although it shall be under no obligation to do so, Transfer to a Third Party, free of any right of first offer on the part of the Company or the Remaining Stockholders, in a privately negotiated transaction all or part of the Offered Shares not purchased by the Company or the Remaining Stockholders pursuant to Section 2.2 hereof (the “Third Party Shares”), at a price not less than the Offering Price, and on other terms not more favorable to the Third Party in any material respect than the Offering Terms stated in the Offer Notice, provided that it shall be a condition of any Transfer of Third Party Shares to a Third Party that the Company shall cause such Third Party to execute and deliver to the Company an endorsement agreeing to be bound by the terms and conditions of this Agreement at a closing as set forth in Section 2.7 and provided, further, that the Board of Directors, acting by a majority of the disinterested members, may withhold consent to any proposed Transfer to any Person whose business the Board of Directors reasonably considers to be competitive with that of the Company.
Sample 1

Related to Third Party Shares

  • Equity Shares Transferable shares of beneficial interest of the Corporation of any class or series, including common shares or preferred shares.

  • Consideration Shares All Consideration Shares will, when issued in accordance with the terms of the Arrangement, be duly authorized, validly issued, fully paid and non-assessable Purchaser Shares.

  • Target Shares Seller holds of record and owns beneficially the number of Target Shares set forth next to his name in §4(b) of the Disclosure Schedule, free and clear of any restrictions on transfer (other than any restrictions under the Reserve Bank of India “RBI”, FEMA and ROC), taxes, Liens, options, warrants, purchase rights, contracts, commitments, equities, claims, and demands. Seller is not a party to any option, warrant, purchase right, or other contract or commitment (other than this Agreement) that could require Seller to sell, transfer, or otherwise dispose of any capital stock of Target. Seller is not a party to any voting trust, proxy, or other agreement or understanding with respect to the voting of any capital stock of Target.

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

  • 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.

  • Sale Shares The Sale Shares have been duly issued, and the Sellers own the Sale Shares free and clear of all Encumbrances.

  • 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.

  • Counterparty Share Repurchases Counterparty agrees not to repurchase, directly or indirectly, any Shares if, immediately following such purchase, the Outstanding Share Percentage would be equal to or greater than 4.5%. The “Outstanding Share Percentage” as of any day is the fraction (1) the numerator of which is the aggregate of the Number of Shares for this Transaction and the “Number of Shares” under each Additional Equity Derivative Transaction that is a share forward transaction and (2) the denominator of which is the number of Shares outstanding on such day.

  • Purchaser Shares The issuance, transfer, and delivery of the Purchaser Shares hereunder have been duly authorized by all required corporate action on the part of Purchaser, and when issued, transferred, and delivered in accordance with the terms hereof for the consideration expressed herein, will be duly and validly issued, fully paid and non-assessable, free and clear of all Encumbrances.

  • Company Securities Section 3.2(a)........................................11

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