GPSI Shares definition

GPSI Shares shall have the meaning set forth in the Recitals. “Guarantee Agreement” shall have the meaning set forth in the Recitals.
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GPSI Shares means the shares of GPSI Common Stock and GPSI Preferred Stock issued and outstanding immediately prior to the Effective Time. GPSI Signing Stockholders.
Sample 1

Examples of GPSI Shares in a sentence

  • GPSI has not declared or paid any dividend on, or declared or made any distribution with respect to, or authorized or effected any split-up or any other recapitalization of, any of the GPSI Shares, or directly or indirectly redeemed, purchased or otherwise acquired any of its outstanding capital stock or agreed to take any such action and will not take any such action during the period between the date of this Agreement and the Effective Time.

  • All issued and outstanding GPSI Shares have been duly authorized and validly issued and are fully paid and nonassessable, are not subject to and have not been issued in violation of any preemptive rights and have not been issued in violation of any federal or state securities laws.

  • A holder of GPSI Shares that would otherwise be entitled to receive a fractional share of Parent Series A Preferred Stock as a result of the Merger shall be entitled to receive for such fractional share either (i) nothing, if such fractional share is less than 0.5 of a share of Parent Series A Preferred Stock or (ii) one share of Parent Series A Preferred Stock if such fractional share is equal to 0.5 or greater of a share of Parent Series A Preferred Stock.

  • Promptly upon the consummation of the settlement as described below, the Sellers shall deliver to GPSI’s counsel any certificate(s) bearing a restrictive legend evidencing the GPSI Shares and GPSI shall instruct the transfer agent to deliver to the Sellers replacement certificates without any restrictive legend.

  • During the Sales Period the Sellers, except as provided herein, will not directly or indirectly, without the prior written consent of GPSI, sell, offer, contract to sell, pledge, grant any option to purchase or otherwise dispose (collectively, a “Disposition”) the GPSI Shares (the “Lock-Up Shares”), at any time during the Sales Period.

  • Neither Parent, GPSI, the Surviving Corporation nor any of their Subsidiaries shall be liable to any holder of GPSI Shares or Parent Series A Preferred Stock, as the case may be, for such shares (or dividends or distributions with respect thereto) delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law.

Related to GPSI Shares

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

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

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

  • 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).

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

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

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

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

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

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

  • Coop Shares Shares issued by a Cooperative Corporation.

  • 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;

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

  • A Shares means shares issued by companies incorporated in the PRC and listed on the SSE or the SZSE, traded in RMB and available for investment by domestic investors through Stock Connect.

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

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

  • 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.

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

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

  • 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.

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

  • Dissent Shares means Company Shares held by a Dissenting Shareholder and in respect of which the Dissenting Shareholder has validly exercised Dissent Rights;

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

  • 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.

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