Formation Shares definition

Formation Shares means those shares of Common Stock that the Holding Company shall have issued to the Company in connection with the formation of the Holding Company, in exchange for a nominal capital contribution by the Company to the Holding Company, by which exchange the Holding Company shall have become a wholly owned subsidiary of the Company.
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Formation Shares shall have the meaning set forth in the Recitals hereto.
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Formation Shares has the meaning set forth in Section 2.01(b).
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Examples of Formation Shares in a sentence

  • All issues and questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by, and construed in accordance with the laws of the State of New York, without giving effect to any choice of law or conflict of law rules or provisions that would cause the application of the laws of any other jurisdiction other than the State of New York.

  • Neither of the Transaction Entities is required, or upon the issuance and sale of the Securities and the Formation Shares as contemplated herein or in the applicable Transaction Documents and the application of the net proceeds therefrom as described in the Registration Statement, the General Disclosure Package and the Prospectus will be required, to register as an “investment company” under the Investment Company Act of 1940, as amended (the “1940 Act”).

  • No holder of Formation Shares will be subject to personal liability by reason of being such a holder.

  • The Company will enter stop transfer instructions with the transfer agent and registrar of the Common Shares against the transfer of Formation Shares and other Common Shares that are subject to the agreements described in Section 5(i) hereof except in compliance with the restrictions set forth in such agreements.

  • Neither of the Transaction Entities are and, after giving effect to the issuance and sale of the OP Units and the Formation Shares in connection with the Formation Transactions, the offering and sale of the Offered Securities and the application of the proceeds thereof, neither of the Transaction Entities will be required to register as an “investment company,” as such term is defined in the Investment Company Act of 1940, as amended (the “Investment Company Act”).

  • Name Legal Formation Shares Outstanding Status ------------------------------------------------------------------------------------------------------------------------- Cinemark Corporation Texas corporation Cinemark USA, Inc.

  • The Formation Shares were subsequently transferred by Garmin Ltd.

  • Neither of the Transaction Entities is required, or upon the issuance and sale of the Securities and the Formation Shares as herein contemplated and the application of the net proceeds therefrom as described in the Registration Statement, the General Disclosure Package and the Prospectus will be required, to register as an “investment company” under the Investment Company Act of 1940, as amended (the “1940 Act”).

  • The Holding Company shall have been formed as a wholly owned subsidiary of the Company through the issuance by the Holding Company of the Formation Shares to the Company in exchange for a nominal capital contribution by the Company to the Holding Company.

Related to Formation Shares

  • Acquisition Shares means each class of shares of beneficial interest of an Acquiring Fund to be issued to the corresponding Target Fund in a reorganization under this Agreement.

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

  • Consideration Shares has the meaning ascribed thereto in Section 2.2.

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

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

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

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

  • Coop Shares Shares issued by a Cooperative Corporation.

  • Purchased Units means, with respect to a particular Purchaser, the number of Common Units equal to the aggregate Purchase Price set forth opposite such Purchaser’s name under the column titled “Purchase Price” set forth on Schedule A hereto divided by the Common Unit Price.

  • 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.

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

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

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

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

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

  • Subscription Shares has the meaning ascribed to it in Section 2.1.

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

  • Company Securities has the meaning set forth in Section 3.02(b)(ii).

  • Released Securities means securities that were Restricted Securities with respect to which all applicable restrictions have expired, lapsed, or been waived.

  • Purchased Securities has the meaning assigned in the Terms;

  • Purchased Stock means a right to purchase Common Stock granted pursuant to Article IV of the Plan.

  • Conversion Shares means, collectively, the shares of Common Stock issuable upon conversion of the shares of Preferred Stock in accordance with the terms hereof.

  • Stockholder Shares means all securities of the Company registered in the name of, or Beneficially Owned by the Stockholder Parties, including any and all securities of the Company acquired and held in such capacity subsequent to the date hereof.

  • Private Placement Shares shall have the meaning given in the Recitals hereto.

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

  • Conversion Shares Registration Statement means a registration statement that registers the resale of all Conversion Shares of the Holders, who shall be named as “selling stockholders” therein and meets the requirements of the Registration Rights Agreement.