EWC Shares definition

EWC Shares means the shares of EWC’s restricted common stock referred to in Section 2.4 of this Agreement.
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Examples of EWC Shares in a sentence

  • Transferee represents that (a) it has had the opportunity to ask questions and receive answers from EWC or persons acting on behalf of EWC with respect to the EWC Shares, (b) EWC has provided Transferee with access to all materials that it considers relevant to an investment in the EWC Shares and (c) EWC has given Transferee the opportunity to fully perform its due diligence in connection with an investment in the EWC Shares.

  • MHI agrees that it is acquiring the EWC Shares for its own account for investment purposes only and not with an intention to resell or distribute such shares.

  • Transferee acknowledges that the EWC Shares must be held indefinitely unless subsequently registered under the Securities Act, or an exemption from such registration is available.

  • Transferee is acquiring the EWC Shares for investment for Transferee’s own account, not as a nominee or agent, and not with the view to, or for resale in connection with, any distribution thereof.

  • None of Basin Water, BION, or any of their agents or affiliates has given any investment advice or rendered any opinion to the Transferee as to whether the purchase of an investment in the EWC Shares is prudent or suitable, and Transferee is not relying on any representation or warranty by the Company or any of its agents or affiliates with respect to EWC.

  • Transferee has access to all information that it believes is necessary, sufficient or appropriate in connection with its investment in the EWC Shares.

  • At the Exchange, Basin Water shall deliver or cause to be delivered to Opus Trust: (a) duplicate originals of this Agreement, duly executed by Basin Water and BION; (b) the Settlement Payment; and (c) a duly executed assignment separate from certificate, substantially in the form of Exhibit “A” attached hereto, transferring the EWC Shares to Opus Trust and Xxxxxxxx.

  • Transferee has made an independent decision to accept the EWC Shares based on the information concerning the business and financial condition of EWC and other information available to it, which it has determined are adequate for that purpose, and in light of its financial circumstances, and Transferee has not relied on any information (in any form, whether written or oral) furnished by Basin Water or BION or on their behalf in making that decision.

  • Transferee further represents that it does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participation to any third person with respect to any of the EWC Shares.

  • Transferee acknowledges that its purchase of the EWC Shares has not been registered under the Securities Act.

Related to EWC Shares

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

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

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

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

  • Exchange Shares has the meaning set forth in Section 2.01(b).

  • Coop Shares Shares issued by a Cooperative Corporation.

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

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

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

  • 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;

  • Public Shares means the Ordinary Shares included in the Units issued in the Public Offering; (vi) “Trust Account” shall mean the trust account into which a portion of the net proceeds of the Public Offering and the sale of the Private Placement Warrants shall be deposited; (vii) “Transfer” shall mean the (a) sale of, offer to sell, contract or agreement to sell, hypothecate, pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position or liquidation with respect to or decrease of a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder with respect to, any security, (b) entry into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any security, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (c) public announcement of any intention to effect any transaction specified in clause (a) or (b); and (viii) “Charter” shall mean the Company’s Amended and Restated Memorandum and Articles of Association, as the same may be amended from time to time.

  • 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.

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

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

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

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

  • sweat equity shares means equity shares issued by a company to its employees or directors at a discount or for consideration other than cash for providing know-how or making available rights in the nature of intellectual property rights or value additions, by whatever name called;

  • 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;

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

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

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

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

  • Series C Shares means the shares of Fixed Rate Cumulative Perpetual Preferred Stock, Series C, of the Company.

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

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