Bain Shares definition

Bain Shares means any Common Stock acquired by the Xxxx Group (or its Affiliates) and any equity securities issued or issuable directly or indirectly with respect to such Common Stock by way of stock dividend or stock split or in connection with a combination of shares, recapitalization, merger, consolidation or other reorganization. Any particular shares constituting Bain Shares that are Transferred in compliance with the provisions of this Agreement shall continue to constitute Bain Shares in the hands of any such transferee; such shares will cease to be Bain Shares only when they have been (i) Transferred to any employee of the Company or any of its Subsidiaries or to any member of the Board, (ii) effectively registered under the Securities Act and disposed of in accordance with the registration statement covering them, or (iii) sold to the public pursuant to Rule 144 (or by similar provision then in force) under the Securities Act.
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Bain Shares means (i) any Common Stock purchased by the Xxxx Group pursuant to the Purchase Agreement, (ii) any shares of Common Stock otherwise acquired by the Xxxx Group and (iii) any equity securities issued or issuable directly or indirectly with respect to the Common Stock referred to in clauses (i) or (ii) by way of stock dividend or stock split or in connection with a combination of shares, recapitalization, merger, consolidation or other reorganization. As to any particular shares constituting Bain Shares, such shares will cease to be Bain Shares when they have been (x) effectively registered under the Securities Act and disposed of in accordance with the registration statement covering them, or (y) sold to the public through a broker, dealer or market maker pursuant to Rule 144 (or by similar provision then in force) under the Securities Act.
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Bain Shares means any Common Stock acquired by the Bain Group (or its Affiliates) pursuant to the Purchasx Xxreement or otherwise and any equity securities issued or issuable directly or indirectly with respect to such Common Stock by way of stock dividend or stock split or in connection with a combination of shares, recapitalization, merger, consolidation or other reorganization. Any particular shares constituting Bain Shares that are transferred in compliance with the provisions of this Agreement shall continue to constitute Bain Shares in the hands of any such transferee; such shares will cease to be Bain Shares only when they have been (x) effectively registered under the Securities Act and disposed of in accordance with the registration statement covering them, or (y) sold to the public pursuant to Rule 144 (or by similar provision then in force) under the Securities Act.
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Examples of Bain Shares in a sentence

  • At any meeting of stockholders of Empyrean or at any adjournment thereof or in any other circumstances upon which IBC's vote, consent or other approval as a stockholder of Empyrean is sought, IBC shall vote the Shares and Option Shares in accordance with and in the same manner as Bain votes the Bain Shares.

  • Except as otherwise provided herein, no modification, amendment or waiver of any provision of this Agreement shall be effective against the Company or the Stockholders unless such modification, amendment or waiver is approved in writing by the Company, the holders of at least a majority of the then outstanding Bain Shares, the holders of at least a majority of the then outstanding Xxxxxx Shares and the holders of at least a majority of the then outstanding JNL Shares.

  • So long as Bain is entitled to nominate a director pursuant to the preceding sentence, each Bain Holder shall vote all Bain Shares in favor of any director for election to the Board that is nominated by or on behalf of KKR.

  • The Tag-Along Notice shall state the amount of Bain Shares that Bain proposes to include in such sale to the Proposed Purchaser.

  • The Company and the KKR Holders agree that, without the prior written consent of Bain, the Company will not make any amendment to its certificate of incorporation that would result in the Bain Holders and the KKR Holders ceasing to hold the identical class of Common Stock, or that would change any of the terms, conditions, rights, or preferences of the Bain Shares in any manner different from the terms, conditions, rights, and preferences of the KKR Shares.

  • As of the date hereof, Bain owns, of record or beneficially, no shares of Common Stock or securities convertible or exchangeable for shares of Common Stock, other than the Bain Shares subject to this Agreement.

  • The retention of profits for reinvestment in the Company’s business from time to time shall be made as the Members may agree unanimously.

  • In no event shall the liability of any selling Bain Holder of Bain Shares or KKR Holder of KKR Shares hereunder be greater in amount than the dollar amount of the proceeds received by such Bain Holder or KKR Holder, as applciable, upon the sale of the securities under such registration statement giving rise to such indemnification obligation.

  • No holder of Shareholder Shares (other than the Xxxx Group Shareholders) may sell, transfer, assign, pledge, encumber or otherwise directly or indirectly dispose of (a “Transfer”) any interest in any Shareholder Shares, including to the Company or any of its Subsidiaries, without the prior written consent of the Xxxx Group Shareholders holding a majority of the Bain Shares (the “Bain Holders”), except Transfers pursuant to and in accordance with paragraphs 2(b), 2(c), 4 or 5 below.

  • Any Preferred Stock acquirex xx the Bain Group will be deemed to be Bain Shares and any Prefexxxx Stock acquired by the GS Group will be deemed to be GS Shares for purposes of this Agreement.


More Definitions of Bain Shares

Bain Shares means (i) any Common Shares received by the Xxxx Group Shareholders pursuant to the Merger Agreement (ii) any Common Shares otherwise acquired by the Xxxx Group Shareholders and (iii) any equity securities issued or issuable directly or indirectly with respect to the Common Shares referred to in clauses (i) or (ii) by way of stock dividend or stock split or in connection with a combination of shares, recapitalization, merger, consolidation or other reorganization.
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Bain Shares means all Stockholder Shares issued or issuable to any Bain ----------- Investor.
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Bain Shares and "Stockholder Shares" for --------------- all purposes of the Stockholders Agreement and (y) "Bain Funds Registrable Securities" and "Registrable Securities" for all purposes of the Registration Rights Agreement. The Parties hereto agree that, after the Closing, (x) none of the Purchase Shares or the Xxxx Purchase Shares shall be deemed to be "Xxxx Shares" for purposes of the Stockholders Agreement and (y) none of the Purchase Shares or the Xxxx Purchase Shares shall be deemed to be "Xxxx Registrable Securities" for purposes of the Registration Rights Agreement. The Parties hereto agree that, notwithstanding anything contained in the Registration Rights Agreement, including Section 11(d) thereof, or in the Stockholders Agreement to the contrary, the Management Investors shall not acquire or otherwise obtain any rights under the Registration Rights Agreement or the Stockholders Agreement as a result of the consummation of the transactions contemplated hereby or as a result of the ownership by any Management Investor of any Purchase Shares. Accordingly, each Management Investor hereby irrevocably waives any and all rights from the Registration Rights Agreement and the Stockholders Agreement that such Management Investor may otherwise obtain as a result of the consummation of the transactions contemplated hereby or as a result of the ownership by any Management Investor of any Purchase Shares.
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Bain Shares. As of any date of determination, the shares of Common Stock then held by the Bain Holders.
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Related to Bain Shares

  • H Shares means the overseas-listed foreign invested shares in the share capital of the Company with a nominal value of RMB1.00 each, which are subscribed for and traded in Hong Kong Dollars;

  • Acquisition Shares means each class of shares of beneficial interest of an Acquiring Fund to be issued to the corresponding Target Fund in a reorganization under this Agreement.

  • Newco Shares means the common shares in the capital of Newco;

  • Investor Shares shall have the meaning given in the Recitals hereto.

  • A Shares means shares issued by companies incorporated in the PRC and listed on the SSE or the SZSE, traded in RMB and available for investment by domestic investors through Stock Connect.

  • Company Securities has the meaning set forth in Section 3.02(b)(ii).

  • ASA Shares has the meaning set forth in 2.4(a).

  • Management Shares means a management share in the capital of the ICAV which shall have the right to receive an amount not to exceed the consideration period for such Management Share.

  • Parent Shares means the shares of common stock, par value $1.00 per share, of Parent.

  • Stockholder Shares means all securities of the Company registered in the name of, or Beneficially Owned by the Stockholder Parties, including any and all securities of the Company acquired and held in such capacity subsequent to the date hereof.

  • Sponsor Shares shall have the meaning given in the Recitals hereto.

  • Buyer Shares means the common stock, with a par value of $0.0001 per share, of Buyer.

  • Founder Shares shall have the meaning given in the Recitals hereto and shall be deemed to include the shares of Common Stock issuable upon conversion thereof.

  • Founders’ Shares means 1,000 shares with a par value of $1 per share, 500 of which were issued to MACRO Securities Depositor, LLC and 500 of which were issued to Claymore Securities, Inc., in exchange for the Initial Deposit.

  • Public Shares means the Ordinary Shares included in the Units issued in the Public Offering; (vi) “Trust Account” shall mean the trust account into which a portion of the net proceeds of the Public Offering and the sale of the Private Placement Warrants shall be deposited; (vii) “Transfer” shall mean the (a) sale of, offer to sell, contract or agreement to sell, hypothecate, pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position or liquidation with respect to or decrease of a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder with respect to, any security, (b) entry into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any security, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (c) public announcement of any intention to effect any transaction specified in clause (a) or (b); and (viii) “Charter” shall mean the Company’s Amended and Restated Memorandum and Articles of Association, as the same may be amended from time to time.

  • Acquired Shares has the meaning set forth in the Recitals.

  • Controlled Shares in reference to any person means all shares of the Company directly, indirectly or constructively owned by such person as determined pursuant to Section 958 of the Code.

  • Company Shares means the common shares in the capital of the Company;

  • Purchaser Shares means the common shares in the capital of the Purchaser.

  • Coop Shares Shares issued by a Cooperative Corporation.

  • Purchased Shares has the meaning set forth in Section 2.01.

  • Seller Shares means all shares of Common Stock of the Company owned as of the date hereof or hereafter acquired by a Common Holder, as adjusted for any stock splits, stock dividends, combinations, subdivisions, recapitalizations and the like.

  • Remaining Shares has the meaning set forth in Section 4.1.2.

  • Merger Shares has the meaning set forth in Section 2.2(c).

  • Closing Shares shall have the meaning ascribed to such term in Section 2.1(a)(i).

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