GBCI Shares definition

GBCI Shares means the shares of GBCI Common Stock to be issued to the holders of AB Stock as the Total Merger Consideration. “GBCI Stock Plan” means the Glacier Bancorp, Inc. 2015 Stock Incentive Plan.
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GBCI Shares means the shares of GBCI Common Stock to be issued to the holders of AB Stock as the Total Merger Consideration. "GBCI Stock Plan" means the Glacier Bancorp, Inc. 2015 Stock Incentive Plan. "GBCI Subsidiaries" means each Subsidiary of GBCI, including any corporation, bank, savings association, limited liability company, limited partnership, limited liability partnership or other organization acquired as a Subsidiary of GBCI after the date hereof and held as a Subsidiary by GBCI at the Effective Time. "General Enforceability Exceptions" has the meaning assigned to such term in Section 3.1.1(d). "Glacier Bank" has the meaning assigned to it in the first paragraph, as supplemented by the first sentence of Recital A(2). "Governmental Authority" means any federal, state, local or non-U.S. government or subdivision thereof or any other governmental, administrative, judicial, taxing, arbitral, legislative, executive, regulatory or self-regulatory authority, instrumentality, agency, commission or body. "Hazardous Substances" has the meaning assigned to such term in Section 3.1.6(a)(iii). "Indemnified Parties" has the meaning assigned to such term in Section 6.3.1. "Independent Accountants" has the meaning assigned to such term in Section 4.13. "IRC" means the Internal Revenue Code of 1986, as amended, and the rules and regulations thereunder. "KBW" means Xxxxx, Xxxxxxxx & Xxxxx, Inc.
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GBCI Shares means the shares of GBCI Common Stock to be issued to the holders of AB Stock as the Total Merger Consideration.
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Examples of GBCI Shares in a sentence

  • To the extent so returned, holders of AB Stock who have not, prior to such time, complied with the provisions of this Section 1.6 will, from such time forward, look only to GBCI for payment of the Per Share Stock Consideration and cash in lieu of fractional shares to which they are entitled and/or unpaid dividends and distributions on the GBCI Shares deliverable with respect to each share of AB Stock held by such holders as determined pursuant to this Agreement, in each case, without any interest.

  • The Registration Statement, as it may have been amended, required in connection with the issuance of the GBCI Shares, and as described in Section 4.3, will have become effective, and no stop order suspending the effectiveness of such Registration Statement will have been issued or remain in effect, and no proceedings for that purpose will have been initiated or threatened by the SEC, the basis for which still exists.

  • After the Effective Time, no holder of any Certificate will be entitled to receive any dividends or other distributions otherwise payable to holders of record of GBCI Common Stock on any date on or after the Effective Date, unless the holder has surrendered in accordance with this Agreement his, her or its Certificates (or has met the requirements of Section 1.6.4) in exchange for certificates representing GBCI Shares or evidence of GBCI stock ownership.

  • GBCI has, and at the Effective Time will have, (a) sufficient cash and cash equivalents on hand to pay cash in lieu of fractional shares and all cash payable upon cancellation of the AB Options; and (b) a sufficient number of shares of GBCI Common Stock authorized and available to issue the GBCI Shares.

  • The GBCI Shares, when issued in accordance with the terms of this Agreement, will be duly authorized, validly issued, fully paid and non-assessable and subject to no preemptive rights.

  • The GBCI Shares shall have been authorized for listing on the NASDAQ Global Select Market, subject to official notice of issuance.

  • Prior to the Effective Time, GBCI shall cause to be filed with the NASDAQ Global Select Market such notices of issuance or related forms as may be necessary or appropriate in connection with issuance of the GBCI Shares in the Merger.

  • At minimum, however, there must be a "meaningful reduction" in the holder's actual and constructive percentage ownership of GBCI Shares as a result of the hypothetical exchange and redemption.

  • When the holder surrenders his, her or its Certificates in exchange for GBCI Shares, the holder shall become a shareholder of record of GBCI and shall receive the amount, without interest, of any cash dividends and any other distributions declared and distributed after the Effective Time on the whole number of GBCI Shares into which the holder’s AB Stock was converted at the Effective Time.

  • Any Person requesting that any certificate evidencing GBCI Shares be issued in a name other than the name in which the surrendered Certificate or Uncertificated Share is registered must: (a) establish to GBCI’s satisfaction the right to receive the certificate evidencing GBCI Shares and (b) either pay to GBCI any applicable transfer or other Taxes or establish to GBCI’s satisfaction that all applicable Taxes have been paid or are not required.

Related to GBCI Shares

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

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

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

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

  • 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).

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

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

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

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

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

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

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

  • 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.

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

  • Coop Shares Shares issued by a Cooperative Corporation.

  • 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.

  • New Shares means ordinary or common shares, whether of the entity or person (other than the Share Issuer) involved in the Merger Event or a third party, that are, or that as of the Merger Date are promptly scheduled to be, (i) publicly quoted, traded or listed on an exchange or quotation system located in the same country as the Exchange (or, where the Exchange is within the European Union, in any member of state of the European Union) or on another exchange acceptable to the Issuer and (ii) not subject to any currency exchange controls, trading restrictions or other trading limitations.

  • Option Stock shall have the meaning set forth in Section 2(a) hereof.

  • Holdco Shares means the ordinary shares of HoldCo with a par value of US$0.0001 per share.

  • 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;

  • 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;

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

  • Pubco Shares means fully paid and non-assessable common shares of Pubco to be issued to the Selling Shareholders by Pubco upon Closing on the basis of 1 Pubco Share for 5.4935 Priveco Shares;