Dakota Shares definition

Dakota Shares means shares of common stock, par value $0.001 per share, of the Purchaser.
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Dakota Shares shall have meaning ascribed in the Recitals.
Sample 1

Examples of Dakota Shares in a sentence

  • No advisers, as of the date hereof, have delivered to the Dakota Board a written opinion to the effect that, as of such date, the exchange ratio contemplated by the Merger is fair to the holders of Dakota Shares.

  • Dakota Shares and Voyager Shares are sometimes referred to collectively herein as "Shares." By way of example, 3,600,000/ 36,600,000 = .10 (the Exchange Ratio).

  • Dakota and USMX shall use all reasonable efforts to take any action required to cause Dakota Shares issuable pursuant to the Merger to be registered or to obtain an exemption from registration under applicable provincial, state, or foreign "blue sky" or securities laws.

  • Upon consummation of the Transactions, the Dakota Shares issued hereunder will be duly and validly authorized and, when issued and delivered in accordance with the terms and provisions of this Agreement and the Certificate of Merger as provided for in Article I, will be fully paid and nonassessable.

  • As of the Effective Time, all outstanding USMX Shares shall be converted automatically into the right to receive Dakota Shares in the ratio of 1.10 USMX Shares to one Dakota Share; and each share of the common stock of Merger Corp shall be converted automatically into the right to receive one share of common stock of the Surviving Corporation.

  • Until surrendered as contemplated by this Section, each Certificate shall, at and after the Effective Time, be deemed to represent only the right to receive, upon surrender of such Certificate, the certificate representing the appropriate number of Dakota Shares and certain dividends and other distributions as contemplated by Section 1.10(c).

  • As soon as practicable after the Effective Time, Dakota shall deposit with the Exchange Agent for the benefit of the holders of certificates which immediately prior to the Effective Time represented USMX Shares (the "Certificates") certificates representing Dakota Shares (together with any dividends or distributions with respect thereto payable as provided in Section 1.10(c), the "Exchange Fund") issuable pursuant to Section 1.5 in exchange for outstanding USMX Shares.

  • Fractional Dakota Shares shall not be issued in exchange for USMX Shares.

  • Upon surrender of a Certificate for cancellation to the Exchange Agent, together with such letter of transmittal, duly executed, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing that number of whole Dakota Shares which such holder has the right to receive pursuant to this Article, and the Certificate so surrendered shall forthwith be canceled.

  • The Joint Proxy Statement will comply as to form in all material respects with the applicable provisions of the Exchange Act and the Securities Act relating to the USMX Stockholders' Meeting and the issuance of the Dakota Shares.

Related to Dakota Shares

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

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

  • 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.

  • Seller Shares means all shares of Common Stock of the Company owned as of the date hereof or hereafter acquired by a Common Holder, as adjusted for any stock splits, stock dividends, combinations, subdivisions, recapitalizations and the like.

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

  • 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;

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

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

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

  • Coop Shares Shares issued by a Cooperative Corporation.

  • Company Shareholders means holders of Company Shares.

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

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

  • Membership Interests has the meaning set forth in the recitals.

  • 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 Interests has the meaning set forth in the Recitals.

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

  • 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.

  • Preferred Shareholders means the holders of Preferred Shares.

  • Reserved Shares means initially, [ ] Shares. The Reserved Shares may be increased or decreased in a Supplemental Confirmation.

  • Common Warrant Shares means the shares of Common Stock issuable upon exercise of the Common Warrants.

  • Series A Shares means Series A currency hedged mutual fund shares and/or Series A non-currency hedged mutual fund shares of a fund, as applicable.

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

  • Subject Shares means that number of Shares set forth on the Securityholder’s signature page attached to this Agreement, being all of the Shares owned legally or beneficially, either directly or indirectly, by the Securityholder or over which the Securityholder exercises control or direction, either directly or indirectly, and shall further include any Shares issued upon the conversion, exercise or vesting, as applicable, of Convertible Securities or otherwise acquired by the Securityholder after the date hereof.

  • Beneficial Shareholders means shareholders who do not hold Shares in their own name and “intermediaries” refers to brokers, investment firms, clearing houses and similar entities that own securities on behalf of Beneficial Shareholders.

  • Purchased Stock means a right to purchase Common Stock granted pursuant to Article IV of the Plan.