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

  • Until so surrendered, each such Certificate (other than Certificates representing Canceled Shares or Continuing Shares) shall represent solely the right to receive the Per Share Common Stock Merger Consideration relating thereto.

  • 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).

  • Notwithstanding any other provision of this Agreement, the Vested Shares and the Continuing Shares shall remain subject to the otherwise applicable forfeiture and other terms and conditions of the LTIP and the Award Agreements.

  • 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 holder of a certificate which represents some Shares entitled to receive the Cash Merger Consideration and some Continuing Shares shall receive in exchange therefor the Cash Merger Consideration for the Cash Merger Shares pursuant to Section 2.2(b) and a new certificate for the Continuing Shares pursuant to this Section 2.4(b).

  • If there are multiple Failing Investors, each Failing Investor’s portion of the total obligations hereunder shall be the amount equal to the product of (x) the amounts due from all Failing Investors hereunder (including the value of any Continuing Shares) multiplied by (y) a fraction of which the numerator is such Failing Investor’s and its Affiliates’ Commitment and the denominator is the sum of all Failing Investors’ and their Affiliates’ Commitments.

  • Employee will remain a shareholder of Holdings as a result of continuing to own certain of the Continuing Shares.

  • Although certificates representing Continuing Shares which are not so exchanged will be deemed for all purposes to represent validly issued and outstanding Continuing Shares, such certificates will not be transferable on the books of the Company except for such new certificates.

  • With respect to Shares as to which Continuing Share Elections are made but with respect to which no Continuing Shares will be issued by reason of the preceding sentence, such Continuing Share Elections shall be deemed revoked and relinquished and such Shares shall be converted into the right to receive the Cash Merger Consideration.

  • For the purposes of this Agreement, "Maximum Continuing Number" shall mean 358,490 Shares (plus the number of Continuing Shares "beneficially owned" (as defined in the Exchange Act) by the persons listed in Section 2.1(d) to the Disclosure Schedule heretofore delivered to Mergerco (the "Disclosure Schedule")), and "Minimum Continuing Number" shall mean 271,698 Shares (plus the number of Continuing Shares "beneficially owned" by the persons listed in Section 2.1(d) to the Disclosure Schedule).


More Definitions of Continuing Shares

Continuing Shares has the meaning ascribed to it in Section 3.1(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 shares of the Company Common Stock Beneficially Owned by Stockholder as of the date hereof.

  • 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 has the meaning ascribed thereto in Section 2.2.

  • 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 and (B) subsequent to the Business Combination, (x) if the closing 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 the 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 all of the outstanding shares of Common Stock issued prior to the consummation of the Company’s initial public offering.

  • 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 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.

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

  • 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.

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

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

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

  • 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”):