FH Shares definition

FH Shares the shares in the capital of Furmanite Holding B.V. described on Schedule 2.
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FH Shares shall have the meaning set forth in Section 1.1(a).
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FH Shares means 1 share of FH common stock held by the Selling Stockholder, which represents one hundred percent (100%) of the issued and outstanding capital stock of FH;
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Examples of FH Shares in a sentence

  • Buyer shall indemnify the Seller Indemnified Parties against any Losses arising in connection with the transfer, or attempted transfer, of the Delayed Company Interests, or the FH Shares of the Transferred FH Companies and their Closing Subsidiaries holding Delayed Company Interests, hereunder.

  • The FH Share Sellers own, or at the Closing will own, the FH Shares, in each case, free and clear of any Encumbrances other than Permitted Encumbrances.

  • Buyer acknowledges that the FH Shares are not registered under the Securities Act, any applicable state securities Law or any applicable foreign securities Law, and that such FH Shares may not be transferred or sold except pursuant to the registration provisions of the Securities Act or applicable foreign securities Laws or pursuant to an applicable exemption therefrom and pursuant to state securities Laws, as applicable.

  • Upon the terms and subject to the conditions of this Agreement, on the Closing Date, in consideration for the sale of the FH Shares and the Acquired FH Assets (collectively, the “Sale”), Buyer shall pay to Seller (or one or more Subsidiaries designated by Seller) the Preliminary Purchase Price, subject to adjustment pursuant to Section 2.3(a), and shall assume the Assumed Liabilities (other than Assumed Liabilities that are Liabilities solely of the Transferred FH Companies or their Closing Subsidiaries).

  • Buyer has conducted its own evaluation of the FH Business and has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of its purchase of the FH Shares and the Acquired FH Assets and of its assumption of the Assumed Liabilities.

  • For purposes of the calculation of Net Working Capital of the FH Business, all FH Shares, Acquired FH Assets and FH Assets shall be deemed to have been conveyed as of the Effective Time (regardless of any delayed transfer pursuant to Section 5.16 or Section 5.17) and shall be included, to the extent applicable, in the calculation of the Final Net Working Capital.

  • FHM VI, L.P. is the general partner of Frazier Healthcare VI, L.P. and FHM VI, L.L.C. is the general partner of FHM VI, L.P. Alan Frazier, Nader Naini, Patrick Heron, James Topper and Nathan Every are the members of FHM VI, L.L.C. and therefore share voting and investment power over the FH Shares.

  • Buyer is acquiring the FH Shares solely for the purpose of investment and not with a view to, or for sale in connection with, any distribution thereof in violation of the Securities Act, or any applicable foreign securities Laws.

  • Except as set forth in Section 3.3(a) of the Seller’s Disclosure Letter, there are no voting agreements or voting trusts with respect to any of the FH Shares or the shares of capital stock (or other equity securities) of any Transferred FH Company or any Transferred FH Company’s Closing Subsidiaries.

  • The amounts invested in Class A, B, F, AH, AK, AS, BH, BK and Class FH Shares are themselves invested in a common underlying portfolio of investments, although the NAV per Share of each Class may differ as a result of either the subscription fees and/or the Management Fees and /or Distribution Fees and/or the Share currency.

Related to FH Shares

  • 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;

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

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

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

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

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

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

  • VMTP Shares means Variable Rate MuniFund Term Preferred Shares, $0.00001 par value per share, liquidation preference $100,000 per share plus an amount equal to accumulated but unpaid dividends thereon (whether or not earned or declared), of the Trust. The preferences, voting powers, restrictions, limitations as to dividends, qualifications, and terms and conditions of redemption of each series of VMTP Shares are set forth in the VMTP Shares Statement.

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

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

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

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

  • Coop Shares Shares issued by a Cooperative Corporation.

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

  • Escrowed Shares has the meaning set forth in Section 2.4.

  • 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;

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

  • Class C Shares means the shares of Class C common stock of the Company.

  • Target Shares means all of the issued and to be issued share capital of the Target.

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

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

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

  • 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.

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

  • Shares means the shares of Common Stock issued or issuable to each Purchaser pursuant to this Agreement.

  • 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.