Encompass Shares definition

Encompass Shares shall have the meaning set forth in the Separation and Distribution Agreement.
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Encompass Shares means the shares of common stock, par value $0.01 per share, of Encompass.
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Examples of Encompass Shares in a sentence

  • REI acknowledges and agrees that the certificates evidencing any and all of the Encompass Shares to be issued pursuant the exercise of the conversion privileges of the Encompass Note shall include a legend reading substantially as follows: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933.

  • The Encompass Shares shall not be issued upon conversion of this Note unless such conversion and the issuance and delivery of the Encompass Shares pursuant thereto shall comply with all relevant provisions of law, including, without limitation, the Securities Act of 1933, as amended, applicable state securities laws, the Securities Exchange Act of 1934, the rules and regulations promulgated thereunder, and shall further be subject to approval of counsel for the Company with respect to such compliance.

  • Conversion shall be accomplished by Holder delivering this Note marked "Cancelled" to the Company with the Notice of Conversion in the form attached hereto as Exhibit "A" in exchange for a Common Stock certificate of the Company representing the Encompass Shares.

  • The Encompass Note shall be convertible into common stock of Encompass ("Encompass Shares") with a market value not to exceed $2,960,000.00 based on the closing bid price of the Encompass Shares as quoted on the OTC Bulletin Board on the Closing Date, as defined in Section 10 of this Agreement.

  • The Company shall take all corporate action necessary to file and have declared effective a registration statement on Form S-8, or any successor forms, with the United States Securities and Exchange Commission, covering the issuance to Webber of the Encompass Shares.

  • The Conversion Amount shall be Encompass Shares with a market value not to exceed $2,960,000.00 based on the closing bid price of the Common Stock of the Company as quoted on the OTC Bulletin Board on the Closing Date as defined in the Acquisition Agreement.

  • The number of Encompass Shares into which the principal amount of this Note plus unpaid interest can be converted shall be known as the "Conversion Amount".

  • As additional compensation, Encompass Holdings, Inc., of which the Company is a second-tier subsidiary, shall issue to Webber its common stock ("Encompass Shares") in an amount equal to $000,000 based on the closing bid price of the Encompass Shares as quoted on the OTC Bulletin Board on the date of issuance of the Encompass Shares.

  • Holder acknowledges and agrees that the certificates evidencing the Encompass Shares will include a legend reading substantially as follows: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933.

  • At any time at the option of Holder and before the Maturity Date, the principal amount and any unpaid interest may be converted into shares of Common Stock of the Company ("Encompass Shares").

Related to Encompass Shares

  • Owned Shares means all shares of Company Common Stock and any other equity securities of the Company which are beneficially owned by Stockholder as of the date hereof, as set forth on Schedule I.

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

  • Stockholder Shares means the shares of common stock of the Company issued to Stockholder in accordance with the terms and conditions of the Reorganization Agreement, including such shares of common stock of the Company transferred from Stockholder to The Cendant Charitable Foundation, and any securities of the Company issued as a dividend on or other distribution with respect to, or in exchange for or replacement of, such common stock.

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

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

  • Coop Shares Shares issued by a Cooperative Corporation.

  • Covered Shares means, with respect to the Shareholder, (i) the Existing Shares, together with (ii) any shares of Common Stock or other voting capital stock of the Company and any securities convertible into or exercisable or exchangeable for shares of Common Stock or other voting capital stock of the Company, in each case under this clause (ii) that such Shareholder acquires Beneficial Ownership of on or after the date hereof.

  • Insider Shares means all shares of Common Stock of the Company owned by an Insider immediately prior to the Company's IPO. For the avoidance of doubt, Insider Shares shall not include any IPO Shares purchased by Insiders in connection with or subsequent to the Company's IPO.

  • 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.

  • A Shares means a participating share of no par value in the capital of the Fund, denominated in US Dollars;

  • Restricted Share Agreement means the agreement between the Company and the recipient of a Restricted Share which contains the terms, conditions and restrictions pertaining to such Restricted Shares.

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

  • Participating Shares means shares that entitle their holders to participate without limitation in distributions.

  • Net Shares means the number of shares of Common Stock which will be deposited in a brokerage account in the Grantee’s name at the Company’s designated broker after shares have been withheld to satisfy applicable tax and withholding requirements upon vesting of the Restricted Stock Units.

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

  • 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.

  • Other Shares means shares of Common Stock, other than Registrable Securities (as defined below), with respect to which registration rights have been granted.

  • B Shares means a participating share of no par value in the capital of the Fund, denominated in Euro(s);

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

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

  • Restricted Shares shall have the respective meanings set forth in Section 2.14.

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

  • Unit Shares means the Common Shares comprising part of the Units;

  • Interested Shares means Shares that are beneficially owned by:

  • Released Securities means Shares of Restricted Stock with respect to which all applicable restrictions have expired, lapsed, or been waived.

  • Per Share Stock Consideration has the meaning set forth in Section 3.01(a)(i).