Where applicable, grants of BGCH Partnership Awards, or any shares of BGCP Shares issued or issuable upon exchange thereof, shall be issued and administered pursuant to the BGC Participation Plan and the BGC LTIP Plan, as applicable.
Co-op Shares Shares issued by private non-profit housing corporations.
VMTP Shares has the meaning set forth in the preamble to this Agreement.
Coop Shares Shares issued by a Cooperative Corporation.
SpinCo Shares means the shares of common stock, par value $0.01 per share, of SpinCo.
Company Shares has the meaning set forth in the Recitals.
Merger Shares has the meaning set forth in Section 2.2(c).
Parent Shares means the shares of common stock, par value $1.00 per share, of Parent.
Buyer Shares means the common stock, with a par value of $0.0001 per share, of Buyer.
Stock Election Shares shall have the meaning set forth in Section 3.2.1.
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.
Amalco Shares means common shares in the capital of Amalco;
Newco Shares means the common shares in the capital of Newco;
Common Shares means the common shares in the capital of the Company;
Acquired Shares has the meaning set forth in the Recitals.
Holdco Shares means the ordinary shares of HoldCo with a par value of US$0.0001 per share.
A Shares means a participating share of no par value in the capital of the Fund, denominated in US Dollars;
LP Units means the non-voting limited partnership units in the capital of BEP, other than the Preferred Units, including any LP Units issued pursuant to the Redemption-Exchange Mechanism.
Lock-Up Shares has the meaning set forth in Section 4.1.
Fully Diluted Company Shares means the total number of issued and outstanding shares of Company Common Stock, (a) after giving effect to the Company Preferred Stock or otherwise treating shares of Company Preferred Stock on an as-converted to Company Common Stock basis, and (b) treating all outstanding in-the-money Specified Company Warrants as fully vested and as if the Specified Company Warrants had been exercised for cash as of the Effective Time, but for the avoidance of doubt excluding any Company Securities described in Section 1.11(b).
Parent Stock means the common stock, par value $0.01 per share, of Parent.
Per Share Stock Consideration has the meaning set forth in Section 3.01(a)(i).
Settlement Shares With respect to any Settlement Date, a number of Shares, not to exceed the Base Amount, designated as such by Party B in the related Settlement Notice or by Party A pursuant to “Termination Settlement” below; provided that on the Maturity Date the number of Settlement Shares shall be equal to the Base Amount on such date.
Company Share means one share of common stock of the Company, $0.01 par value per share.
Fully Diluted Shares means an amount equal to the sum of (a) the total number of shares of Common Stock outstanding immediately prior to the Effective Time, plus (b) the total number of shares of Common Stock that all In-the-Money Options outstanding immediately prior to the Effective Time are exercisable into at such time and without any withholding of shares to pay the exercise price or Taxes.
B Shares means a participating share of no par value in the capital of the Fund, denominated in Euro(s);