BHC Shares definition

BHC Shares means all shares of common stock of Behavioral Healthcare Corporation, a Delaware corporation, owned directly or indirectly by Old Vencor immediately before the Closing or by a Vencor Company after the Closing.
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BHC Shares means the BHC Class A Stock, BHC Class B Stock and BHC Convertible Preferred Stock.
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BHC Shares as defined in the preamble to this Agreement.
Sample 1

Examples of BHC Shares in a sentence

  • Seller has good and marketable title to the BHC Shares, free and clear of any Liens.

  • Buyer is not acquiring the BHC Shares with a view to or for sale in connection with any distribution thereof within the meaning of the Securities Act.

  • All of the BHC Shares have been duly authorized and validly issued and are fully paid and non-assessable, and are owned beneficially and of record by Seller.

  • The BHC Shares will be acquired by Buyer for its own account for the purpose of investment.

  • There are no voting trusts, stockholder agreements, proxies or other agreements or understandings in effect with respect to the voting or transfer of any of the BHC Shares or any such interests.

  • The purchase price shall be payable by the issuance by the Purchaser to BWI of 10,000,000 shares of common stock, $.01 par value, of the Purchaser and by the issuance by the Purchaser to BHOC of 21,600,000 shares of common stock, $.01 par value, of the Purchaser (collectively, the "BHC Shares").

  • Each of the Vendors are acquiring the BHC Shares "as is" without recourse, except for the express covenants, representations and warranties set forth herein and in the documents executed in connection herewith.

  • On and subject to the terms and conditions of this Agreement, at the Closing, Buyer will purchase from Seller, and Seller will sell, assign, transfer, convey and deliver to Buyer, legal and beneficial ownership of the BHC Shares for the consideration specified below in Section 1.2, free and clear of any Lien.

  • Against receipt of such documents, the Purchaser shall deliver to the Vendors the stock certificates registered in the name of BWI and BHOC, respectively, representing the respective number of BHC Shares to be issued to each, in full payment thereof.

  • BHC has delivered to Bio-En a shareholder list prepared by its transfer agent, which, to BHC’s knowledge, is a complete and accurate undated list setting forth the following information with respect to each Person who is a record holder of any BHC Shares: (a) such Person’s name; and (b) the number of BHC Shares held by such Person.

Related to BHC Shares

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

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

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

  • VMTP Shares has the meaning set forth in the preamble to this Agreement.

  • 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.

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

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

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

  • Exchange Shares has the meaning set forth in Section 2.01(b).

  • 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.

  • Subscribed Shares means, as of any date of determination, the Subscribed Shares (as defined in the recitals to this Subscription Agreement) and any other equity security issued or issuable with respect to the Subscribed Shares by way of stock split, dividend, distribution, recapitalization, merger, exchange, or replacement, and (ii) “Subscriber” shall include any person to which the rights under this Section 5 shall have been duly assigned.

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

  • New Shares means ordinary or common shares, whether of the entity or person (other than the Share Issuer) involved in the Merger Event or a third party, that are, or that as of the Merger Date are promptly scheduled to be, (i) publicly quoted, traded or listed on an exchange or quotation system located in the same country as the Exchange (or, where the Exchange is within the European Union, in any member of state of the European Union) or on another exchange acceptable to the Issuer and (ii) not subject to any currency exchange controls, trading restrictions or other trading limitations.

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

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

  • Subscription Shares has the meaning ascribed to it in Section 2.1.

  • 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.

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

  • Pubco Shares means fully paid and non-assessable common shares of Pubco to be issued to the Selling Shareholders by Pubco upon Closing on the basis of 10 Priveco Share for 12,380,951 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;

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

  • Equity Shares shall have the meaning attributed to such term in the recitals of this Agreement;

  • Coop Shares Shares issued by a Cooperative Corporation.

  • Fully Diluted Shares means, at any time of determination, the number of shares of common stock of the applicable entity outstanding at such time, plus the number of shares of issuable upon exercise or conversion or otherwise pursuant to any in-the-money common stock equivalents of such entity outstanding at such time.

  • Sold Shares shall have the meaning specified in Section 6.