Examples of GTI Shares in a sentence
All of the GTI Shares were issued in compliance with applicable Laws.
The aggregate purchase price to be paid by Buyer to Seller against delivery of the Shares as provided for hereunder shall be such number of shares of duly authorized, validly issued, fully paid and non-assessable shares of common stock of GTI, with a par value of US $0.01 per share, constituting as of the Closing Date 19.5% (nineteen and one-half percent) of the issued and outstanding common stock of GTI after taking into account the effect of the Acquisition (the "GTI Shares").
The GTI Shareholder Approval is the only vote or consent of holders of GTI Shares necessary to authorize this Agreement or to consummate the Arrangement and the other transactions contemplated by this Agreement.
Seller further agrees that no hedging transactions involving the GTI Shares shall be conducted unless such transactions are conducted in compliance with the Securities Act and the Exchange Act.
Upon any such demand, the Demanding Holders shall be entitled to have their Capital Partners Shares and GTI Shares included in the Demand Registration subject to Section 2.1.4 and the provisions set forth in Section 3.1.1. The Company shall not be obligated to effect more than two (2) Demand Registrations for Capital Partners and more than one (1) Demand Registration for GTI under this Section 2.1.1 in respect of their respective Capital Partners Shares and GTI Shares.
For greater certainty, the Escrow Agent will not be liable to any party if it is unable to effect the sale of any such GTI Shares at a particular price or at all.
If either Capital Partners or GTI disapprove of the terms of any underwriting or are not entitled to include all of their Capital Partners Shares and GTI Shares in any offering, either Capital Partners or GTI may elect to withdraw from such offering by giving written notice to the Company and the Underwriter or Underwriters of its request to withdraw prior to the effectiveness of the Registration Statement filed with the Commission with respect to such Demand Registration.
In the event any certificate, which immediately prior to the Effective Time represented one or more outstanding Kick Common Shares that were exchanged pursuant to this Agreement, has been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such certificate to be lost, stolen or destroyed, the Depository will issue in exchange for such lost, stolen or destroyed certificate, the GTI Shares deliverable in accordance with the terms herein.
Any demand for a Demand Registration shall specify the number of Capital Partners Shares or GTI Shares proposed to be sold and the intended method(s) of distribution thereof.
This Agreement and the rights, duties and obligations of the holders of Capital Partners Shares or GTI Shares hereunder may be freely assigned or delegated by such holder of Capital Partners Shares or GTI Shares in conjunction with and to the extent of any permitted transfer of Capital Partners Shares or GTI Shares by any such holder in accordance with applicable law.