Disregarded Shares definition

Disregarded Shares has the meaning set forth in Section 3.03(a).
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Disregarded Shares has the meaning set forth in Section 1.5(a) of this Agreement.
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Disregarded Shares means (i) the Cancelled Shares and (ii) the Dissenting Shares.
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Examples of Disregarded Shares in a sentence

  • Uni- form requirements for manuscripts submitted to biomedical journals [Internet].

  • The Ratification Proposal requires “FOR” votes from the holders of a majority of shares of our Common Stock outstanding as of the Record Date without including any Disregarded Shares.

  • Brown strives for maximum "excitation" of the unknown plant via a frequency-rich input.

  • Until so surrendered or transferred, as the case may be, each Certificate or Uncertificated Share (other than Dissenting Shares and Disregarded Shares) shall represent after the Effective Time for all purposes only the right to receive the consideration to be paid pursuant to Section 2.03 hereto and such Certificate(s) and/or Uncertificated Shares shall be canceled and cease to exist.

  • Subject to the terms and conditions of this Agreement, at the Effective Time, by virtue of the Merger, each share of Series C Preferred Stock issued and outstanding immediately prior to the Effective Time (excluding any Disregarded Shares), shall automatically be deemed to convert into Company Common Stock in accordance with the Certificate of Incorporation immediately prior to the Effective Time and shall be treated in accordance with Section 2.1(g).

  • Subject to the terms and conditions of this Agreement, at the Effective Time, by virtue of the Merger, each share of Series A Preferred Stock issued and outstanding immediately prior to the Effective Time (excluding any Disregarded Shares), shall automatically be deemed to convert into Company Common Stock in accordance with the Certificate of Incorporation immediately prior to the Effective Time and shall be treated in accordance with Section 2.1(g).

  • Subject to the terms and conditions of this Agreement, at the Effective Time, by virtue of the Merger, each share of Series A Preferred Stock issued and outstanding immediately prior to the Effective Time (excluding any Disregarded Shares), shall automatically be deemed to convert into Company Common Stock in accordance with the Certificate of Incorporation immediately prior to the Effective Time and shall be treated in accordance with Section 2.1(e).


More Definitions of Disregarded Shares

Disregarded Shares means (i) the shares of Company Capital Stock that are to be cancelled pursuant to Section 2.3(b), if any, (ii) the shares of Company Restricted Stock that are cancelled for no consideration pursuant to Section 2.3(e), if any and (iii) the Dissenting Shares, if any.
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Disregarded Shares shall have the meaning set forth in Section 1.5(a)(iii).
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Disregarded Shares has the meaning set forth in Section 3.03(a). “Distribution” means each distribution made by the Company to a Member with respect to such Member’s Units, whether in cash, property or securities of the Company and whether by liquidating distribution or otherwise; provided, however, that none of the following shall be a Distribution: (a) any recapitalization that does not result in the distribution of cash or property to Members or any exchange of securities of the Company, and any dividend or subdivision (by Unit split or otherwise) or any combination (by reverse Unit split or otherwise) of any outstanding Units; or (b) any other payment made by the Company to a Member that is not properly treated as a “distribution” for purposes of Section 731, 732, or 733 or other applicable provisions of the Code. “D&O Indemnitee” has the meaning set forth in Section 6.09(d). “Economic Common Stock” means Class A Common Stock and Class C Common Stock. “Effective Date” has the meaning set forth in the preamble to this Agreement. “Encumbrance” means any security interest, pledge, mortgage, lien or other material encumbrance, except for restrictions arising under applicable securities Laws. “Equity Plan” means any option, stock, unit, stock unit, appreciation right, phantom equity or other equity or equity-based compensation plan, program, agreement or arrangement, in each case now or hereafter adopted by the Corporation. “Equity Securities” means (a) Units or other equity interests in the Company or any Subsidiary of the Company (including other classes or series thereof having such relative rights, powers and duties as may from time to time be established by the Manager pursuant to the provisions of this Agreement, including rights, powers and/or duties senior to existing classes and series of Units and other equity interests in the Company or any Subsidiary of the Company), (b) other securities or interests (including evidences of indebtedness) convertible or exchangeable into Units or other equity interests in the Company or any Subsidiary of the Company, and (c) warrants,
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Disregarded Shares has the meaning set forth in Section 2.04(d).
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Disregarded Shares shall include (i) a number of shares of Common Stock equal to the shares of Common Stock underlying Derivative Securities issued by the Company in an Offering (used as defined in the Stock Purchase Agreement) after the date hereof and prior to the Closing and (ii) unless and until NYSE Stockholder Approval is obtained in respect of any Excess Shares, a number of shares of Common Stock equal to the quotient of (A) such Excess Shares divided by (B) the Pro Rata Share used in respect of such issuance. By way of illustration of the foregoing clause (ii), if there are five Excess Shares and the Pro Rata Share in respect of such issuance is 0.10, 50 shares would constitute Disregarded Shares.
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Related to Disregarded Shares

  • Vested Shares means "Vested Shares" as defined in the Award Agreement.

  • Unvested Shares means "Unvested Shares" as defined in the Award Agreement.

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

  • Owned Shares means all Shares which are beneficially owned by Shareholder or any of its controlled Affiliates as of the date hereof.

  • Excess Shares shall have the meaning set forth in Section 3.1(a).

  • Publicly Traded Securities means shares of common stock that are listed or quoted on any of The New York Stock Exchange, The NASDAQ Global Select Market or The NASDAQ Global Market (or any of their respective successors) or will be so listed or quoted when issued or exchanged in connection with a Fundamental Change described in clause (b) of the definition thereof.

  • Interested Shares means the shares of an issuing public corporation in respect of which any of the following persons may exercise or direct the exercise of the voting power of the corporation in the election of directors:

  • RSU Shares means shares of Common Stock that underlie an RSU.

  • Award Shares means Shares covered by an outstanding Award or purchased under an Award.

  • Non-Vested Shares means any portion of the Restricted Stock subject to this Agreement that has not become vested pursuant to this Section 2.

  • Unvested LTIP Units has the meaning provided in Section 4.4(d) hereof.

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

  • Exempt Securities has the meaning set forth in Section 4.4(d).

  • Retained Shares has the meaning set forth in the recitals.

  • Issued Shares means, collectively, all outstanding Shares issued pursuant to Restricted Stock Awards, all outstanding Shares issued pursuant to Unrestricted Stock Awards, and all Option Shares.

  • Transferred Shares means all or any portion of a Member’s Shares that the Member seeks to Transfer.

  • Coop Shares Shares issued by a Cooperative Corporation.

  • Awarded Stock means the Common Stock subject to an Award.

  • Unvested Units means those Units listed as unvested Units in the books and records of the Partnership, as the same may be amended from time to time in accordance with this Agreement.

  • LTIP Units means LTIP Units, as such term is defined in the Partnership Agreement.

  • Controlled Shares in reference to any person means all shares of the Company directly, indirectly or constructively owned by such person as determined pursuant to Section 958 of the Code.

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

  • Purchased Shares has the meaning set forth in Section 2.01.

  • Excess Stock means Excess Stock as defined in Section 7.4 of the Company's Amended and Restated Articles of Incorporation.

  • Traded Securities means any debt or equity securities issued pursuant to a public offering or Rule 144A offering.

  • Dissenters’ Shares has the meaning set forth in Section 3.01(c).