Company Share Exchange definition

Company Share Exchange has the meaning set forth in the recitals to this Agreement.
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Examples of Company Share Exchange in a sentence

  • The Company Shareholders Agreement and all rights, claims and Liabilities thereunder will terminate upon consummation of the Company Share Exchange.

  • Upon the consummation of the Company Share Exchange and prior to the Holdco Reorganization, the Company and Holdco shall take all action necessary to cancel any Holdco Share held by the Company or Holdco shall be cancelled without consideration.

  • Each of the Parties acknowledge and agree that each is responsible for paying its own Taxes with respect to the Transactions, including any Taxes that may result if the Company Share Exchange and the Merger, when taken together, do not qualify for the Intended Tax Treatment.

  • For all purposes of this Agreement, the application of Section 367 of the Code to any CCTS Shareholders or their direct or indirect owners shall not, by itself, cause the Company Share Exchange and the Merger, when taken together, to not qualify for the Intended Tax Treatment.

  • The Parties hereby agree and acknowledge that, for U.S. federal (and applicable state and local) income Tax purposes, the Company Share Exchange and the Merger, when taken together, are intended to qualify for the Intended Tax Treatment.

  • Each Rollover Company Option shall be subject to the same terms and conditions (including applicable vesting, expiration and forfeiture provisions) that applied to the Company Option immediately prior to the Company Share Exchange, as amended pursuant to this Section 2.6. In the case of any Company Optionholders who are U.S. taxpayers, such conversion shall occur in a manner intended to comply with the requirements of Sections 409A and 424 of the Code.

  • This Agreement shall be governed by and construed in accordance with the Laws of the State of Delaware, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the law of any jurisdiction other than the State of Delaware (except that the Cayman Companies Act shall apply to the Merger and applicable Dutch Law shall apply to the Company Share Exchange and the Holdco Reorganization).

  • Holdco has not taken or agreed to take any action not contemplated by this Agreement and/or any Ancillary Documents that could reasonably be expected to prevent the Merger or Company Share Exchange from qualifying for the Intended Tax Treatment.

  • To the knowledge of Qell, no facts or circumstances exist that could reasonably be expected to prevent the Mergers or the Company Share Exchange from qualifying for the Intended Tax Treatment.

  • Each Rollover Legacy Option shall be subject to the same terms and conditions (including applicable vesting, expiration and forfeiture provisions) that applied to the Legacy Option immediately prior to the Company Share Exchange, as amended pursuant to this Section 2.5(a).

Related to Company Share Exchange

  • Share Exchange has the meaning set forth in Section 2.1.

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

  • Company Shareholders means holders of Company Shares.

  • Share Exchange Event shall have the meaning specified in Section 14.07(a).

  • Company Shareholder means a holder of Company Shares.

  • Initial Merger Consideration has the meaning set forth in Section 2.2(a).

  • Company Share Plans means, collectively, (i) the 2018 Share Incentive Plan of the Company, which replaced the Company’s 2010 Share Incentive Plan in its entirety, and (ii) the Post-IPO Share Incentive Plan of the Company.

  • Company Shareholder Approval has the meaning set forth in Section 4.03(d).

  • Company Share means one share of common stock of the Company, $0.01 par value per share.

  • First Merger 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.

  • Company Merger has the meaning specified in the Recitals hereto.

  • Share Exchange Agreement has the meaning specified in the Recitals.

  • Per Share Merger Consideration has the meaning set forth in Section 3.1(a).

  • Closing Merger Consideration has the meaning set forth in Section 3.2(a)(ii).

  • Company Shareholder Meeting means a duly convened meeting of the Company’s shareholders called to obtain the Company Shareholder Approval, or any valid adjournment or postponement thereof made in accordance with this Agreement.

  • Total Merger Consideration has the meaning set forth in Section 2.2(a).

  • 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).

  • Share Exchange Ratio means the ratio at which the Transferee Bank shares shall be allotted to the Transferor Banks’ shareholders as set out in the Schedule; and

  • Merger Closing means “Closing,” as that term is defined in the Merger Agreement.

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

  • Company Stockholder Approval has the meaning set forth in Section 4.2(b).

  • Company Shareholders Meeting shall have the meaning set forth in Section 5.2(b).

  • Parent Shareholder Approval means the affirmative vote of the holders of a majority of the votes cast by holders of outstanding shares of Parent Stock on the proposal to approve the issuance of Parent Stock as provided in this Agreement at the Parent Special Meeting.

  • Common Shareholders means the registered and/or beneficial holders of the Common Shares, as the context requires.