Grace Shares definition

Grace Shares means the common shares of Grace.
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Examples of Grace Shares in a sentence

  • Solely for purposes of computing fractional share interests pursuant to this Section 3.4(c) and Section 3.4(d), the beneficial owner of Grace Shares held of record in the name of a nominee in any nominee account shall be treated as the Record Holder with respect to such shares.

  • Prior to the Effective Time, Acasti and MergerCo shall cause the certificate of incorporation of MergerCo to be amended and restated to increase the number of shares of common stock authorized to be issued to an amount equal to the number of Grace Shares issued and outstanding immediately before the Effective Time.

  • Prior to the Effective Time, Grace shall take all actions that are required under the Grace Debt Instruments to convert or exchange all issued and outstanding Grace Notes (including any accrued interest) into the number of Grace Shares required pursuant to the terms of such Grace Notes (the “Grace Debt Conversion”), which Grace Shares shall be converted into the Merger Consideration pursuant to Section 2.1(e) and which Grace Notes shall be cancelled by Grace upon completion of the Grace Debt Conversion.

  • No Proceedings are pending which, if adversely determined, will prevent or materially delay the Stockholder’s ability to vote or dispose of any of the Owned Grace Shares.

  • There is no outstanding contractual obligation of Grace to repurchase, redeem or otherwise acquire any Grace Shares.

  • The Stockholder and/or its Affiliates have (or, with respect to the Owned Grace Shares not held of record or Beneficially Owned by the Stockholder as of the date hereof, will have) sole power of disposition, sole power of conversion, sole power to demand appraisal rights and sole power to agree to all of the matters set forth in this Agreement, in each case with respect to all of the Owned Grace Shares, through the Expiration Date, subject to applicable securities Laws and the terms of this Agreement.

  • Based upon the foregoing, we are of the opinion that the Grace Shares are validly issued, fully paid and nonassessable, except with respect to wage claims of, or other debts owing to, employees of the Company for services performed, but not exceeding six months’ service in any one case, as provided in Section 180.0622(2)(b) of the Wisconsin Business Corporation Law.

  • All such Grace Shares, when so converted, shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and each holder of a certificate that immediately prior to the Effective Time represented any such Grace Share (each, a “Certificate”) shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration.

  • The Stockholder is a sophisticated investor with respect to the Grace Shares and the Acasti Shares and has received a copy of the Merger Agreement in substantially final form and otherwise has adequate information concerning the business and financial condition of each of Acasti and Grace to make an informed decision regarding entry into this Agreement, and has made its own analysis and decision to enter into this Agreement based on such information as the Stockholder has deemed appropriate.

  • In connection with our representation, we have examined: (i) the Registration Statement, including the Prospectus; (ii) the Company’s Articles of Incorporation and By-Laws, as amended to date; (iii) resolutions of the Company’s Board of Directors relating to the resale of the Grace Shares; and (iv) such other proceedings, documents and records as we have deemed necessary to enable us to render this opinion.

Related to Grace Shares

  • notice shares means, in relation to a notice of dissent, the shares in respect of which dissent is being exercised under the notice of dissent;

  • Payment Shares has the meaning set forth in Section 2.02;

  • Covered Shares means, with respect to the Shareholder, (i) the Existing Shares, together with (ii) any shares of Common Stock or other voting capital stock of the Company and any securities convertible into or exercisable or exchangeable for shares of Common Stock or other voting capital stock of the Company, in each case under this clause (ii) that such Shareholder acquires Beneficial Ownership of on or after the date hereof.

  • Dividend Shares means any shares of Common Stock issuable in lieu of cash dividends paid or to be paid on the Series A Preferred.

  • Full Entitlement Share(s) shall have the respective meanings set forth in Section 2.12.

  • Common Warrant Shares means the shares of Common Stock issuable upon exercise of the Common Warrants.

  • Unit Shares has the meaning ascribed thereto in the first paragraph of this Agreement;

  • Settlement Shares With respect to any Settlement Date, a number of Shares, not to exceed the Base Amount, designated as such by Party B in the related Settlement Notice or by Party A pursuant to “Termination Settlement” below; provided that on the Maturity Date the number of Settlement Shares shall be equal to the Base Amount on such date.

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

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

  • Restricted Shares shall have the respective meanings set forth in Section 2.14.

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

  • Relevant Shares means ordinary share capital of the Approved Entity that constitutes equity share capital or the equivalent (or depositary or other receipts representing the same) which is listed and admitted to trading on a Regulated Market.

  • Management Shares means a management share in the capital of the ICAV which shall have the right to receive an amount not to exceed the consideration period for such Management Share.

  • RSU Shares means shares of Common Stock that underlie an RSU.

  • Vested Shares means "Vested Shares" as defined in the Award Agreement.

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

  • Exchanged Shares has the meaning ascribed thereto in Section 2.1.

  • Redemption Shares has the meaning set forth in Section 6.2(a). “Reviewed Year” has the meaning ascribed to said phrase under Section 6225(d)(1) of the Code.

  • Purchase Shares has the meaning set forth in Section 2.2(a) hereof.

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

  • Converted Shares means the Subject Equity Shares resulting from the conversion of Limited Voting Shares into the Subject Equity Shares pursuant to subparagraph (ii);

  • Coop Shares Shares issued by a Cooperative Corporation.

  • Underlying Shares means the shares of Common Stock issued and issuable upon conversion or redemption of the Debentures and upon exercise of the Warrants and issued and issuable in lieu of the cash payment of interest on the Debentures in accordance with the terms of the Debentures.

  • Issuance Shares means all shares of Common Stock issued or issuable pursuant to an Issuance that has occurred or may occur in accordance with the terms and conditions of this Agreement.

  • Deferred Shares means an award made pursuant to Section 7 of this Plan of the right to receive Common Shares at the end of a specified Deferral Period.