Exception Shares definition

Exception Shares means, collectively, shares of Company Common Stock owned or held by the Company, Parent or Purchaser and/or any of their respective Subsidiaries.

Exception Shares means shares of Company Common Stock owned or held by PNC or by the Company, other than shares owned or held in a bona fide fiduciary or agency capacity or in satisfaction of a debt previously contracted in good faith.

Exception Shares has the meaning ascribed to such term in Section 2.1(B).

Examples of Exception Shares in a sentence

• Exception: Shares of Principal Financial Group stock (PFG) received as part of Principal’s restricted stock unit plan may be sold upon vesting as they are considered a part of Spectrum employee’s compensation plan and have been held for longer than a 60 day period.

• Any Tender Exception Shares not disposed of by the Stockholder by the Tender Deadline shall be subject to the provisions of Sections 2.1 and 2.2 above.

• Each of the Exception Shares of Company Common Stock shall be canceled and retired upon consummation of the Merger, and no consideration shall be issued in exchange therefor.

• Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time, other than Exception Shares, is hereinafter defined as an “Old Share”.

• Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time, other than Exception Shares (as hereinafter defined), shall be converted into the right to receive, but subject to the other provisions of this Section 2.1 and possible adjustment as set forth in Section 2.4, 0.171625 fully paid and nonassessable shares of Parent Common Stock (the “Exchange Ratio”).

More Definitions of Exception Shares

Exception Shares means shares held by any of the Company's Subsidiaries or by InterWest or any of its Subsidiaries, in each case other than in a fiduciary capacity or as a result of debts previously contracted.

Exception Shares means shares of Xxxxxx Common Stock held by Xxxxxx or any of its subsidiaries or by Dime or any of its subsidiaries, in each case other than in a fiduciary capacity or in satisfaction of a debt previously contracted in good faith.

Exception Shares means shares held by any of the Company's Subsidiaries or by Heritage or any of its Subsidiaries, in each case other than in a fiduciary capacity or as a result of debts previously contracted.

Exception Shares means, collectively, the shares of Company Common Stock beneficially owned by the Company, Parent, Purchaser and any of their respective Subsidiaries.

Exception Shares means (1) Shares owned, other ---------------- than in a bona fide fiduciary capacity or in satisfaction of a debt previously ---- ---- contracted in good faith, by Dime or a subsidiary (as defined in Section 8.6) of Dime, (2) Shares that have not been voted in favor of approval of the Merger and with respect to which appraisal rights have been perfected in accordance with Section 262 of the DGCL ("Dissenters' Shares") and (3) shares of BFS Common ------------------ Stock held by BFS or a subsidiary of BFS in treasury.

Exception Shares means, collectively, the shares of Company Common Stock beneficially owned by the Company, Parent, Purchaser and any of their respective Subsidiaries. “Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

Exception Shares means shares of Mid Am Common Stock owned or held, other than in a bona fide fiduciary capacity or in satisfaction of a debt previously contracted in good faith, by Mid Am or a subsidiary (as hereinafter defined) of Mid Am or held by Citizens in treasury or by a subsidiary of Citizens.