Advisor Common Shares definition

Advisor Common Shares means the shares of the Class A common stock, $1.00 par value per share, and the shares of the Class B common stock, $1.00 par value per share, of the Advisor.
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Examples of Advisor Common Shares in a sentence

  • None of the Stockholders shall vote their Advisor Common Shares in favor of any such acquisition structured as a merger, consolidation, or share exchange.

  • Except for the agreements set forth on Section 5.5 of the Disclosure Schedule, none of the Stockholders is a party to any option, warrant, purchase right, or other contract or commitment that could require one or more Stockholders to sell, transfer, or otherwise dispose of any the Advisor Common Shares (other than pursuant to this Agreement) or is a party to any voting trust, proxy, or other agreement or understanding with respect to the voting of any of the Advisor Common Shares.

  • Except as set forth in Section 7.2 of the Disclosure Schedule, each of the Stockholders holds of record and owns beneficially the number and class of the Advisor Common Shares set forth next to its or his name in Section 7.2 of the Disclosure Schedule, free and clear of any restrictions on transfer (other than any restrictions under the Securities Act and state securities laws), Taxes, Security Interests, options, warrants, purchase rights, contracts, commitments, equities, claims, and demands.

  • There are no voting trusts, proxies, or other agreements or understandings with respect to the voting of the Advisor Common Shares.

  • In connection with the payment of the Merger Consideration, in lieu of any fractional CHP Common Shares, there shall be paid to each holder of Advisor Common Shares who otherwise would be entitled to receive a fractional CHP Common Share an amount of cash (without interest) determined by multiplying such fraction by the Per Share Price.

  • Each of the Stockholders agrees that it shall not vote any Advisor Common Shares in favor of any such acquisition, including any such acquisition structured as a merger, consolidation, or share exchange (other than the Merger).

  • All of the issued and outstanding Advisor Common Shares have been duly authorized, are validly issued, fully paid, and nonassessable, and are held of record and beneficially by the respective Stockholders as set forth in Section 7.2 of the Disclosure Schedule.

  • At the Effective Time, by virtue of the Merger and without any action by the Parties, all of the outstanding Advisor Common Shares shall be converted into the right to receive CHP Common Shares having an aggregate value of $297 million (the “Merger Consideration”) pursuant to the terms of Section 4.2 below, unless and to the extent any Stockholder has elected to receive cash in lieu of CHP Common Shares pursuant to and in accordance with the terms of this Agreement.

  • Prior to the Closing, the Advisor shall effect an amendment to the articles of incorporation of the Advisor in order to permit the payment to holders of Class A and Class B Advisor Common Shares of different kinds of consideration in connection with the Merger, including but not limited to permitting the payment to one or more individual holders of Advisor Common Shares of cash in lieu of securities as contemplated in this Agreement (the “Advisor Amendment”).

  • All of the issued and outstanding the Advisor Common Shares have been duly authorized, are validly issued, fully paid, and nonassessable, and are held of record by the respective Stockholders as set forth in Section 7.2 of the Disclosure Schedule.

Related to Advisor Common Shares

  • Purchaser Common Stock means the common stock, par value $0.01 per share, of Purchaser.

  • Amalco Common Shares means the common shares in the capital of Amalco;

  • Parent Common Shares means the common shares of beneficial interest, $0.01 par value per share, of Parent.

  • Seller Common Stock means the common stock, par value $0.01 per share, of Seller.

  • Buyer Common Stock means the common stock, par value $0.01 per share, of Buyer.

  • Parent Common Stock means the common stock, par value $0.01 per share, of Parent.

  • Common Shares means the common shares in the capital of the Corporation;

  • Additional Common Shares means all common stock (including reissued shares) issued (or deemed to be issued pursuant to Section 2) after the date of the Warrant. Additional Common Shares does not include, however, any common stock issued in a transaction described in Sections 2.1 and 2.2 of the Warrant; any common stock Issued upon conversion of preferred stock outstanding on the date of the Warrant; the Shares; or common stock Issued as incentive or in a nonfinancing transaction to employees, officers, directors, or consultants to the Company.

  • Additional Common Stock herein shall mean in the most broadest sense all shares of Common Stock hereafter issued by the Borrower (including, but not limited to Common Stock held in the treasury of the Borrower and common stock purchasable via derivative security or option on the date of such grant ), except Common Stock issued upon the conversion of any of this Convertible Note or Warrant.

  • SpinCo Common Stock means the common stock, par value $0.01 per share, of SpinCo.

  • Newco Common Stock means the common stock, par value $.01 per share, of Newco.

  • New Common Shares means the common stock or common equity of Reorganized XOG to be issued on the Effective Date.

  • Acquiror Common Stock means the common stock, $0.001 par value per share, of Acquiror.

  • Holdings Common Stock means the common stock of Holdings, par value $.01 per share.

  • Existing Common Stock means shares of common stock of Delphi that are authorized, issued, and outstanding prior to the Effective Date.

  • Class B Common Shares means the Class B Convertible Voting Common Shares of the Company, par value $1.00 per share.

  • Merger Sub Common Stock means the common stock, par value $0.01 per share, of Merger Sub.

  • Old Common Stock means the Company's common stock, par value $.01 per share, outstanding as of the date of the Company's filing of the petition commencing the Chapter 11 Case.

  • Class A Common Shares means class A common shares of a nominal or par value of US$0.00001 each in the capital of the Company having the rights provided for in the Memorandum and Articles of Association, and any shares into which such class A common shares may be converted.

  • New Common Stock means shares of Common Stock and/or securities convertible into, and/or other rights exercisable for, Common Stock, which are offered or sold in a New Transaction.

  • Underlying Common Stock means the Common Stock into which the Notes are convertible or issued upon any such conversion.

  • Series A Common Stock means the Series A Common Stock, par value $0.01 per share, of the Company.

  • B Shares means a participating share of no par value in the capital of the Fund, denominated in Euro(s);

  • Ordinary Shares means the ordinary shares, par value $0.0001 per share, of the Company.

  • Pubco Common Stock means all classes and series of common stock of Pubco, including the Class A Common Stock and Class B Common Stock.

  • Class V Common Stock means the Class V common stock, par value $0.0001 per share, of the Corporation.