Guaranteed Shares definition

Guaranteed Shares means all of the Shares other than Non-Guaranteed Shares as defined in Sections 4 and 6(d) hereof.
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Guaranteed Shares has the meaning set forth in Section 2.7(a).
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Guaranteed Shares means any share or stock issued by a Group Company where the redemption of such share or stock or the payment of capital or dividends on such share or stock is the subject of a Guarantee of a Group Company or a Guarantee of another person who will have recourse in respect of its liability under that Guarantee directly or indirectly to a Group Company or its Assets (other than as a shareholder);
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Examples of Guaranteed Shares in a sentence

  • The Market Value shall mean $ 1.59 The Guaranteed Shares and the Unguaranteed Shares are referred to collectively as the " Closing Shares." Exhibit 1.6 sets forth Buyer's obligations with respect to the Guaranteed Shares.

  • On each of January 1, 2006 and July 1, 2006, subject to Section 1.3 below, each Member shall receive the number of shares of Company Convertible Preferred Stock equal to the product of (A) multiplied by (B), where (A) equals such Member's Percentage Interest and (B) equals 125,000 shares of Company Convertible Preferred Stock (the "Guaranteed Shares").

  • For purposes of this Agreement, "Company Shares" shall equal the sum of the (i) Closing Shares, plus (ii) Guaranteed Shares, plus (iii) Incentive Shares, plus (iv) Bonus Shares (each as defined below).

  • Plan Parameters Grant YearTotal Relative Return (*) Shares granted in LTI Equity Plus Guaranteed Shares Cumulative Exercised SharesSharesin trust MIN TARGET MAX2015 0% $ - $ - $ - $ - $ - 1,738,037 2,600,000201655%863,499483,826(1,347,325) *Calculated for the previous three years.

  • Guaranteed Shares are not always available in cabins with verandahs.

  • For example, if Seller does not exercise this right for two consecutive months, the following month Seller would have the right to require Buyer to purchase 120,000 Guaranteed Shares at a price of $60,000.00 Funds to effect such purchases shall be released from the escrow account.

  • Buyer guarantees that Seller will receive a minimum of $700,000.00, net after all commissions, or Fifty Cents ($.50) cash per share net (the "Guaranteed Price"), on 1,400,000 of the shares (the "Guaranteed Shares") that Seller is accepting under this Agreement.

  • During the term of this agreement, Seller may require Buyer to buy back up to 40,000 of the Guaranteed Shares per month at the Guaranteed Price.

  • Notwithstanding the foregoing, the restrictions on transferability set forth in this Section 5.12 will not apply to a distribution by Seller of the Guaranteed Shares to holders of Seller Common Stock to the extent such distribution is made pursuant to a declaration, setting aside or payment of a dividend.

  • If Seller shall fail to give such notice, Seller shall be deemed to have elected to retain 40,000 Guaranteed Shares for investment pursuant to clause (iii) above.


More Definitions of Guaranteed Shares

Guaranteed Shares means that number equal to the product of: (i) the ----------------- number of Guaranteed Shares which are not issued to CSC at the Measurement Date; multiplied by (ii) the Market Price at the Measurement Date; and (iii) divided by the Market Price on the Second Measurement Date.
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Related to Guaranteed Shares

  • Guaranteed Securities has the meaning specified in Section 14.1.

  • Guaranteed Sum means: The maximum aggregate amount of R

  • Guaranteed Debt of any Person means, without duplication, all Indebtedness of any other Person referred to in the definition of Indebtedness contained in this Section guaranteed directly or indirectly in any manner by such Person, or in effect guaranteed directly or indirectly by such Person through an agreement (i) to pay or purchase such Indebtedness or to advance or supply funds for the payment or purchase of such Indebtedness, (ii) to purchase, sell or lease (as lessee or lessor) property, or to purchase or sell services, primarily for the purpose of enabling the debtor to make payment of such Indebtedness or to assure the holder of such Indebtedness against loss, (iii) to supply funds to, or in any other manner invest in, the debtor (including any agreement to pay for property or services without requiring that such property be received or such services be rendered), (iv) to maintain working capital or equity capital of the debtor, or otherwise to maintain the net worth, solvency or other financial condition of the debtor or (v) otherwise to assure a creditor against loss; provided that the term "guarantee" shall not include endorsements for collection or deposit, in either case in the ordinary course of business.

  • Guaranteed Agreement means the Framework Agreement and each Call-Off Contract made between the Supplier and each Other Contracting Body;

  • Guaranteed Amounts means the amounts due from time to time from the Issuer to (i) the Covered Bondholders with respect to each Series of Covered Bonds (excluding any additional amounts payable to the Covered Bondholders under Condition 9(a) (Gross-up by the Issuer)) and (ii) the Other Issuer Creditors pursuant to the relevant Transaction Documents.

  • Guaranteed Liabilities means: (a) the Company’s prompt payment in full, when due or declared due and at all such times, of all Obligations and all other amounts pursuant to the terms of the Revolving Credit Agreement, the Notes, and all other Loan Documents heretofore, now or at any time or times hereafter owing, arising, due or payable from the Company to any one or more of the Revolving Secured Parties, including principal, interest, premiums and fees (including, but not limited to, loan fees and reasonable fees, charges and disbursements of counsel (“Attorney Costs”)); (b) each Loan Party’s prompt, full and faithful performance, observance and discharge of each and every agreement, undertaking, covenant and provision to be performed, observed or discharged by such Loan Party under the Revolving Credit Agreement, the Notes and all other Loan Documents; and (c) the prompt payment in full by each Loan Party, when due or declared due and at all such times, of obligations and liabilities now or hereafter arising under Related Swap Contracts and Secured Cash Management Arrangements; provided, however, that the “Guaranteed Liabilities” shall exclude any Excluded Swap Obligations. The Guarantors’ obligations to the Revolving Secured Parties under this Guaranty Agreement are hereinafter collectively referred to as the “Guarantors’ Obligations” and, with respect to each Guarantor individually, the “Guarantor’s Obligations”. Notwithstanding the foregoing, the liability of each Guarantor individually with respect to its Guarantor’s Obligations shall be limited to an aggregate amount equal to the largest amount that would not render its obligations hereunder subject to avoidance under Section 548 of the United States Bankruptcy Code or any comparable provisions of any applicable state law. Each Guarantor agrees that it is jointly and severally, directly and primarily liable (subject to the limitation in the immediately preceding sentence) for the Guaranteed Liabilities. The Guarantors’ Obligations are secured by various Security Instruments referred to in the Revolving Credit Agreement, including without limitation, the Security Agreement and the Pledge Agreement.

  • Guaranteed Amount means the aggregate amount of each Guaranteed Debt that is guaranteed at any time by Partner Guarantors.

  • Guaranteed loan means the loan in the original principal amount specified in Clause 4 of the Special Conditions made by the Guarantee Holder to the State-Owned Enterprise under the Loan Agreement and denominated in Guarantee Currency or, where the context may require, the amount thereof from time to time outstanding, the proceeds of which shall be applied to the Investment Project.

  • Guaranteed Indebtedness means, as to any Person, any obligation of such Person guaranteeing, providing comfort or otherwise supporting any Indebtedness, lease, dividend, or other obligation (“primary obligation”) of any other Person (the “primary obligor”) in any manner, including any obligation or arrangement of such Person to (a) purchase or repurchase any such primary obligation, (b) advance or supply funds (i) for the purchase or payment of any such primary obligation or (ii) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency or any balance sheet condition of the primary obligor, (c) purchase property, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation, (d) protect the beneficiary of such arrangement from loss (other than product warranties given in the ordinary course of business) or (e) indemnify the owner of such primary obligation against loss in respect thereof. The amount of any Guaranteed Indebtedness at any time shall be deemed to be an amount equal to the lesser at such time of (x) the stated or determinable amount of the primary obligation in respect of which such Guaranteed Indebtedness is incurred and (y) the maximum amount for which such Person may be liable pursuant to the terms of the instrument embodying such Guaranteed Indebtedness, or, if not stated or determinable, the maximum reasonably anticipated liability (assuming full performance) in respect thereof.

  • Guaranteed Creditors means and include each of the Agent, the Collateral Agent, the Banks and each party (other than any Credit Party) party to an Interest Rate Protection Agreement or Other Hedging Agreement to the extent such party constitutes a Secured Creditor under the Security Documents.

  • Dividend Shares means the shares of Common Stock issuable in payment of dividends payable on the Preferred Shares in accordance with the terms of the Certificate of Designation.

  • Guaranteed Obligations has the meaning set forth in Section 11.01.

  • Non-Guaranteed Elements means the premiums, credited interest rates (including any bonus), benefits, values, dividends, non-interest based credits, charges or elements of formulas used to determine any of these, that are subject to company discretion and are not guaranteed at issue. An element is considered non-guaranteed if any of the underlying non-guaranteed elements are used in its calculation.

  • Released Securities means Shares of Restricted Stock with respect to which all applicable restrictions have expired, lapsed, or been waived.

  • Guarantied Obligations or "Secured Obligations," as the case may be, in respect of the Obligations of Borrowers now or hereafter existing under or in respect of the Amended Agreement. Each Credit Support Party acknowledges and agrees that any of the Credit Support Documents to which it is a party or otherwise bound shall continue in full force and effect and that all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this Amendment. Each Credit Support Party represents and warrants that all representations and warranties contained in the Amended Agreement and the Credit Support Documents to which it is a party or otherwise bound are true, correct and complete in all material respects on and as of the Second Amendment Effective Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case they were true, correct and complete in all material respects on and as of such earlier date. Each Credit Support Party (other than Borrowers) acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Credit Support Party is not required by the terms of the Credit Agreement or any other Loan Document to consent to the amendments to the Credit Agreement effected pursuant to this Amendment and (ii) nothing in the Credit Agreement, this Amendment or any other Loan Document shall be deemed to require the consent of such Credit Support Party to any future amendments to the Credit Agreement.

  • Maximum Guaranteed Amount means as of the date of determination with respect to a Guarantor, the lesser of (a) the amount of the Guaranteed Obligations outstanding on such date and (b) the maximum amount that would not render such Guarantor’s liability under this Guaranty Agreement subject to avoidance under Section 548 of the United States Bankruptcy Code (or any successor provision) or any comparable provision of applicable state law.

  • UST Preferred Stock means the Issuer’s Fixed Rate Cumulative Perpetual Preferred Stock, Series [●].

  • Guaranteed Parties means, collectively, the Administrative Agent, the Lenders, the L/C Issuer, the Hedge Banks, the Cash Management Banks, and each co-agent or sub-agent appointed by the Administrative Agent from time to time pursuant to Section 9.05.

  • Guarantor Obligations with respect to any Guarantor, all obligations and liabilities of such Guarantor which may arise under or in connection with this Agreement (including, without limitation, Section 2) or any other Loan Document to which such Guarantor is a party, in each case whether on account of guarantee obligations, reimbursement obligations, fees, indemnities, costs, expenses or otherwise (including, without limitation, all fees and disbursements of counsel to the Administrative Agent or to the Lenders that are required to be paid by such Guarantor pursuant to the terms of this Agreement or any other Loan Document).

  • Guaranteed Party means the Borrower and each Subsidiary thereof party to any Interest Rate Protection Agreement or Other Hedging Agreement with an Other Creditor. Each Guarantor understands, agrees and confirms that the Secured Creditors may enforce this Guaranty up to the full amount of the Guaranteed Obligations against such Guarantor without proceeding against any other Guarantor, the Borrower, any other Guaranteed Party, against any security for the Guaranteed Obligations, or under any other guaranty covering all or a portion of the Guaranteed Obligations.

  • Guaranteed Obligation and “Guaranteed Obligations” shall have the meaning assigned thereto in the Guarantee set forth on the signature pages hereto.

  • Canadian Guarantee means the Canadian Guarantee Agreement, made by each of the Canadian Guarantors in favor of the Canadian Administrative Agent for the benefit of the Lenders to the Canadian Borrower, substantially in the form of Exhibit A-1, as the same may be amended, supplemented or otherwise modified from time to time.

  • Guarantor means: .............................................................................................................................................

  • Guarantee of the Notes means the guarantee of the Notes given by the Guarantor in the Deed of Guarantee;

  • Multiple Holder Obligation means an Obligation that (i) at the time of the event which constitutes a Restructuring, is held by more than three holders that are not Affiliates of each other and (ii) with respect to which a percentage of holders (determined pursuant to the terms of the Obligation as in effect on the date of such event) at least equal to sixty-six-and-two-thirds is required to consent to the event which constitutes a Restructuring, provided that any Obligation that is a Bond shall be deemed to satisfy the requirement in clause (ii) of this definition.