Cablevision Shares definition

Cablevision Shares means the shares of Cablevision NY Group Class A common stock, par value $0.01 per share, delivered to MGM Seller in accordance with Section 2.02(b) hereof.
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Cablevision Shares has the meaning set forth in the Preamble to this Agreement or such other number or kind of securities as may result from (i) any of the events described in Section 2.06(b), or (ii) any exchanges not prohibited by the proviso to Section 5.03(b).
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Cablevision Shares shall have the meaning set forth in Section 2.06(a).
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Examples of Cablevision Shares in a sentence

  • Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, and as part of the Reorganization Transactions, Cablevision shall distribute to NBC Holdings all of the BHC Class A Stock and NBC Holdings shall deliver or cause to be delivered to Cablevision in exchange the Cablevision Shares (plus any Cablevision Shares that have been received in exchange for RMHI Shares prior to the Closing), in each case free and clear of any Encumbrances.

  • NBC Holdings has, and immediately prior to the Closing it will have, good and valid title to the Cablevision Shares and the RMHI Shares, free and clear of all Encumbrances and, upon delivery to Cablevision in the Exchanges, good and valid title to the Cablevision Shares and the RMHI Shares, free and clear of all Encumbrances, will pass to Cablevision.

  • NBC Holdings owns 21,816,226 shares of Class A common stock (the "Cablevision Shares") of Cablevision and 1,562.25 shares of Class A common stock (the "RMHI Shares") of Rainbow Media Holdings, Inc.

  • Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, and as part of the Reorganization Transactions, Cablevision shall cause RMHI to distribute to NBC Holdings all of the BHC Class B Stock and NBC Holdings shall deliver or cause to be delivered to RMHI in exchange the RMHI Shares (less any RMHI Shares that have been exchanged for Cablevision Shares prior to the Closing), in each case free and clear of any Encumbrances.

  • Each of NBC Holdings and NBC shall use its reasonable best efforts to cause the Reorganization Transactions to which it or any of its Affiliates is a party to be consummated on or prior to the Closing; provided, that NBC Holdings shall not be prohibited from exchanging RMHI Shares for Cablevision Shares pursuant to the Stockholders' Agreement.

  • All Cablevision Shares which may be issued pursuant to this Agreement will be, when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to any preemptive rights.

  • RMHI shall use commercial reasonable efforts to obtain waivers of such piggy-back registration rights from such holders prior to the delivery of the Cablevision Shares.

  • In the case of a merger or other business combination or reorganization transaction involving Cablevision where securities other than those of Cablevision are issued to the holders of Cablevision Shares, this Agreement shall be assigned to and shall inure to the benefit of and be binding upon the Person issuing securities in such transaction and any reference herein to Cablevision shall be deemed to be a reference to such Person.

  • NBC-Rainbow shall cause all Cablevision Shares owned by it and its Affiliates and Associates (including Rainbow Media Group Class A Shares), to be represented, in person or by proxy, at all meetings of holders of Cablevision Shares of which NBC-Rainbow has actual notice, so that all of such Cablevision Shares may be counted for the purpose of determining the presence of a quorum at such meetings.

  • Notwithstanding anything to the contrary contained in this Agreement, Cablevision shall only have the right to deliver Cablevision Shares at a Closing if the closing of an underwritten public offering of such Cablevision Shares as contemplated by this Section 2.06 and Section 4.02 occurs simultaneously with such Closing.


More Definitions of Cablevision Shares

Cablevision Shares means any shares of capital stock of Cablevision.
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Related to Cablevision Shares

  • 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.

  • Coop Shares Shares issued by a Cooperative Corporation.

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

  • SpinCo Shares means the shares of common stock, par value $0.01 per share, of SpinCo.

  • Full Entitlement Share(s) shall have the respective meanings set forth in Section 2.12.

  • Co-op Shares Shares issued by private non-profit housing corporations.

  • Payment Shares has the meaning set forth in Section 2.02;

  • VMTP Shares means Variable Rate MuniFund Term Preferred Shares, $0.00001 par value per share, liquidation preference $100,000 per share plus an amount equal to accumulated but unpaid dividends thereon (whether or not earned or declared), of the Trust. The preferences, voting powers, restrictions, limitations as to dividends, qualifications, and terms and conditions of redemption of each series of VMTP Shares are set forth in the VMTP Shares Statement.

  • Company Share Plans mean (a) the Company’s Stock Related Award Incentive Plan of 1999, as amended; (b) the Company’s 2010 Stock Incentive Plan, as amended; and (c) the Company’s 2015 Stock Incentive Plan, as amended;

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

  • Earn-Out Shares has the meaning provided in Section 2.2(b).

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

  • Consideration Shares shall have the meaning set forth in Section 2.7(c).

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

  • Company Shareholder means a holder of one or more Company Shares;

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

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

  • Masterworks Shares has the meaning set forth in Section 2.8(c).

  • 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.

  • Management Shareholders means Xxxxxx X. Xxxx, Xxxx X. Xxxxxxx, and Xxxxxx X. Xxxxxxxxx.

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

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

  • Earnout Shares has the meaning set forth in Section 3.6(a).

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

  • Conversion Shares means, collectively, the shares of Common Stock issuable upon conversion of the shares of Preferred Stock in accordance with the terms hereof.

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