GSK Share Exchange definition

GSK Share Exchange means the transfer of GSK’s entire shareholding of B Shares to Haleon in exchange for Haleon issuing the GSK Haleon Exchange Shares to GSK pursuant to and in accordance with the terms of the GSK Exchange Agreement;
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GSK Share Exchange means the transfer of GSK’s entire shareholding of B Shares to Haleon in exchange for Haleon issuing the GSK Haleon Exchange Shares to GSK pursuant to and in accordance with the terms of this Agreement;
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GSK Share Exchange has the meaning given to it in the SCIA;
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Examples of GSK Share Exchange in a sentence

  • As such, on the occurrence of the Guarantee Assumption Date, the SLPs and Anacor will have unconditional contractual obligations to complete, respectively, the SLP Share Exchange and the Anacor Share Exchange either simultaneously with, or shortly following, the GSK Share Exchange.

  • It is intended that the GSK Share Exchange (and thus the Guarantee Assumption Date), together with the SLP Share Exchange and Anacor Share Exchange (each as defined in “Overview of Demerger and Separation” below), will occur while markets are closed over the weekend immediately prior to the listing of the Haleon Shares on the LSE.

  • The transaction steps have been designed to ensure that the GSK Share Exchange, the SLP Share Exchange and the Anacor Share Exchange are interconditional, such that one cannot occurwithout completion of the others; the GSK Share Exchange will only proceed in the circumstances where the SLP Share Exchange and Anacor Share Exchange are also proceeding.

  • Prospective investors should note that following completion of the GSK Share Exchange (as defined in “Overview of Demerger and Separation” below) and termination of the Guarantee provided by GlaxoSmithKline plc, investors will only have recourse to certain members of theCH Group (namely, the Issuers and Haleon plc) in connection with obligations under Notes issued under the Programme (see paragraph 6.1 of ‘Risk Factors’ below).

Related to GSK Share Exchange

  • Share Exchange has the meaning set forth in Section 2.1.

  • Share Exchange Event shall have the meaning specified in Section 14.07(a).

  • Share Exchange Agreement has the meaning specified in the Recitals.

  • First Merger shall have the meaning given in the Recitals hereto.

  • Share Exchange Ratio has the meaning given to it in Section 3.1(d);

  • Initial Merger Consideration has the meaning set forth in Section 2.2(a).

  • Pre-Exchange Transfer means any transfer or distribution in respect of one or more Common Units (i) that occurs prior to an Exchange of such Common Units, and (ii) to which Section 743(b) or 734(b) of the Code applies.

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

  • Company Shareholder Approval has the meaning set forth in Section 4.03(d).

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

  • Company Merger has the meaning set forth in the recitals hereto.

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

  • Company Shareholders means the registered or beneficial holders of the Company Shares, as the context requires;

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

  • Closing Shares shall have the meaning ascribed to such term in Section 2.1(a)(i).

  • Parent Shareholder Approval means the approval of the Parent Share Issuance by the affirmative vote of a majority of the Parent Common Shares entitled to vote thereon and present in person or represented by proxy at the Parent Shareholder Meeting in accordance with applicable securities Laws, the rules and regulations of the NYSE and the TSX, as applicable, the ABCA and the Organizational Documents of Parent.

  • Merger Closing means the “Closing” as defined in the Merger Agreement.

  • Closing Merger Consideration has the meaning set forth in Section 2.02

  • Common Shareholders means the holders of the Common Shares.

  • Company Share Plans mean (a) the Company’s Stock Related Award Incentive Plan of 1999, as amended; (b) the Company’s 2010 Stock Incentive Plan, as amended; and (c) the Company’s 2015 Stock Incentive Plan, as amended;

  • Per Share Merger Consideration has the meaning set forth in Section 3.1(a).

  • Exchange Transaction means an exchange of Units for Common Units pursuant to, and in accordance with, the Exchange Agreement or, if the Issuer and the exchanging Limited Partner shall mutually agree, a Transfer of Units to the Issuer, the Partnership or any of their subsidiaries for other consideration.

  • Total Merger Consideration has the meaning set forth in Section 2.2(a).

  • Company Shareholder means any holder of any Company Shares.

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

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