Continuing Shares definition

Continuing Shares means, with respect to each Continuing Shareholder, (i) all Shares (including Shares represented by ADSs) held by such Continuing Shareholder as of the date hereof as set forth opposite its name in the column titled “Continuing Shares” in Schedule A attached hereto, and (ii) any Shares (including Shares represented by ADSs) that such Continuing Shareholder may acquire following the date hereof and prior to the Effective Time by means of purchase, dividend or distribution, issuance upon the exercise of any Company Options or warrants, conversion of any convertible securities or otherwise.
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Continuing Shares shall have the meaning set forth in Section 2.7(c)(ii).
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Continuing Shares means the shares of Common Stock not transferred and redeemed by the Company at the Closing Date.
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Examples of Continuing Shares in a sentence

  • Each Share of the Company issued and outstanding immediately prior to the Effective Date (other than the Excluded Shares, the Continuing Shares, the Dissenting Shares and Shares represented by ADSs) shall be cancelled and cease to exist in exchange for the right to receive the Per Share Merger Consideration, being US$[•] per Share.

  • Each Share of the Company issued and outstanding immediately prior to the Effective Date which is represented by an ADS (other than ADSs representing Excluded Shares and Continuing Shares) together with share represented by such ADS shall be cancelled and cease to exist in exchange for the right to receive the Per ADS Merger Consideration, being US$[•] per ADS.

  • At or prior to the Effective Time, or in the case of payments pursuant to Section 2.03(b), when ascertained, Merger Sub shall deposit, or cause to be deposited,with the Paying Agent, for the benefit of the holders of Shares and ADSs (other than the Excluded Shares and the Continuing Shares), cash in an amount sufficient to pay the Merger Consideration (such cash being hereinafter referred to as the “Exchange Fund”).

  • As contemplated by the Support Agreements, the Depositary will transfer to each Continuing Shareholder all of the Continuing Shares represented by ADSs which are held by the Depositary on behalf of such Continuing Shareholder prior to the Effective Date.

  • Any portion of the Exchange Fund that remains unclaimed by the holders of Shares or ADSs for six (6) months after the Effective Time shall be delivered to the Surviving Company upon demand, and any holders of Shares and ADSs (other than Excluded Shares or Continuing Shares) who have not theretofore complied with this Article II shall thereafter look only to the Surviving Company for the cash to which they are entitled pursuant to Section 2.01(a) and Section 2.01(b).

  • At the effective time of the Merger (the “Effective Time”), the Company will be directly owned by Parent and the holders of the Continuing Shares (as defined below) and beneficially owned by the Buyer Group.

  • Upon the deposit of such redemption proceeds as aforesaid, such person shall have no further interest in such Continuing Shares or Run- Off Shares or any of them or any claim against the Company in respect thereof except the right to receive the redemption proceeds so deposited (without interest) upon surrender of the said certificate or certificates (if issued).

  • Each share of Common Stock issued and outstanding immediately prior to the Effective Time (other than Excluded Shares, Dissenting Shares and Continuing Shares) will be converted into and will thereafter represent the right to receive $43.50 in cash, without interest (the “Per Share Merger Consideration” and in the aggregate for all such shares of Common Stock, the “Merger Consideration”).

  • A full and signed copy of the terms of the settlement was provided to the Secretary-General of ICSID and the Tribunal on January 8, 2020 (the “Settlement Agreement”).

  • As a result of the Merger, the Company will cease to be a publicly traded company and will instead be a private company directly owned by Parent and the holders of the Continuing Shares (as defined in the Merger Agreement) and beneficially owned by the Buyer Group.


More Definitions of Continuing Shares

Continuing Shares has the meaning specified in Section 1.4(c).
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Continuing Shares means, with respect to each Continuing Stockholder, a number of shares of Class A Common equal to the quotient of (i) such Continuing Stockholder's Continuing Amount, divided by (ii) the Merger Consideration.
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Continuing Shares means Shares in a Continuing Cell or Continuing Cells, as the context requires;
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Continuing Shares means all of the shares of Junior Preferred Stock and all of the shares of Surviving Corporation Common Stock to be issued to the Continuing Shareholders upon consummation of the Merger.
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Related to Continuing Shares

  • Qualifying Shares means shares of Common Stock which either (i) have been owned by the Grantee for more than six (6) months and have been “paid for” within the meaning of Rule 144 promulgated under the Securities Act, or (ii) were obtained by the Grantee in the public market.

  • Existing Shares means, with respect to the Stockholder, the number of Company Shares Beneficially Owned and/or owned of record by the Stockholder as of the date hereof, as set forth on Schedule A.

  • Lock-Up Shares has the meaning set forth in Section 4.1.

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

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

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

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

  • Founder Shares Lock-up Period means, with respect to the Founder Shares, the period ending on the earlier of (A) one year after the completion of the Company’s initial Business Combination or (B) subsequent to the Business Combination, (x) if the last sale price of the Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Company’s initial Business Combination or (y) the date on which the Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of Common Stock for cash, securities or other property.

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

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

  • Additional Ordinary Shares means Ordinary Shares issued by the Guarantor following the issuance of the Subscribed Ordinary Shares;

  • Holdco Shares means the ordinary shares of HoldCo with a par value of US$0.0001 per share.

  • Initial Shares means a number of Registrable Securities equal to the lesser of (i) the total number of Registrable Securities and (ii) one-third of the number of issued and outstanding shares of Common Stock that are held by non-affiliates of the Company on the day immediately prior to the filing date of the Initial Registration Statement.

  • Additional Shares shall have the meaning specified in Section 14.03(a).

  • 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.

  • Cancelled Shares has the meaning set forth in Section 3.1(a).

  • Excluded Shares has the meaning set forth in Section 2.1(b).

  • 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;

  • Equity Shares means the Common Shares and any shares of any other class or series of the Corporation which may from time to time be authorized for issue if by their terms such shares confer on the holders thereof the right to participate in the distribution of assets upon the voluntary or involuntary liquidation, dissolution or winding up of the Corporation beyond a fixed sum or a fixed sum plus accrued dividends;

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

  • Coop Shares Shares issued by a Cooperative Corporation.

  • Qualifying Warrants means net share settled warrants to purchase Common Stock that have an exercise price greater than the current Market Value of the issuer’s Common Stock as of their date of issuance, that do not entitle the issuer to redeem for cash and the holders of such warrants are not entitled to require the issuer to repurchase for cash in any circumstance.

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

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

  • Additional Shares of Common Stock means all shares of Common Stock issued (or, pursuant to Subsection 4.4.3 below, deemed to be issued) by the Corporation after the Series B Original Issue Date, other than (1) the following shares of Common Stock and (2) shares of Common Stock deemed issued pursuant to the following Options and Convertible Securities (clauses (1) and (2), collectively, “Exempted Securities”):