Ineligible Shares definition

Ineligible Shares means, collectively, (i) shares of the Class A Common Stock owned by the Xxxxxx Stockholders and (ii) shares of Class A Common Stock issued after November 7, 2005 upon the exercise, grant or vesting of any Stock-Based Compensation Awards (as defined in the Stockholder Agreement) or upon conversion or exchange of convertible or exchangeable securities of the Company, unless such shares are issued pursuant to any contractual obligations of the Company as existing immediately prior to November 7, 2005.
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Ineligible Shares means, collectively, (i) shares of the Class A Common Stock owned by the Paxson Stockholders and (ii) shares of Class A Common Stock issued after November 7, 2005 upon the exercise, grant or vesting of any Stock-Based Compensation Awards (as defined in the Stockholder Agreement) or upon conversion or exchange of convertible or exchangeable securities of the Company, unless such shares are issued pursuant to any contractual obligations of the Company as existing immediately prior to November 7, 2005.
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Ineligible Shares means the Spin-Out Shares issued to the Trustee to be held on behalf of Ineligible Holders;
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Examples of Ineligible Shares in a sentence

  • By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Assistant Secretary By: Name: Title: Exhibit A Tax Instruction and Cost Basis Information Letter Exhibit B List of affiliates, Ineligible Shares, and Plans Exhibit C Schedule of Fees Exhibit D Wire Instructions Pursuant to the Emergency Economic Stabilization Act of 2008, financial intermediaries such as Computershare must report cost basis for certain types of securities acquired after January 1, 2011 to both security holders and the IRS.

  • Each Share issued and outstanding immediately prior to the Effective Time, other than Dissenting Shares (if any) and Ineligible Shares, shall be converted into the right to receive the Merger Consideration, upon the surrender of the certificate formerly representing such Share in the manner provided in Section 3.

  • Each share of Company Common Stock held in the treasury of the Company and each share of Company Common Stock owned by Parent, Merger Sub or any direct or indirect wholly owned subsidiary of the Company or Parent immediately prior to the Effective Time ("Ineligible Shares") shall, by virtue of the Merger and without any action on the part of the holder thereof, cease to be outstanding, be canceled and retired without payment of any consideration therefor and cease to exist.

  • Each Share held in the treasury of the Company and each Share owned by Parent, Purchaser or any direct or indirect wholly owned subsidiary of the Company or Parent immediately prior to the Effective Time ("Ineligible Shares") shall, by virtue of the Merger and without any action on the part of the holder thereof, cease to be outstanding, be canceled and retired without payment of any consideration therefor and cease to exist.

  • Holders of Ineligible Shares and CLP will not tender their Class A Common Stock into the Newco Tender Offer.

  • Each issued and outstanding Share, other than Dissenting Shares and the Ineligible Shares, shall be converted into the right to receive the Offer Price, payable to the holder thereof, without interest (the "Merger Consideration"), upon surrender of the certificate formerly representing such share of Company Common Stock in the manner provided in Section 3.02.

  • The Nominee will sell the Ineligible Shares and distribute, through the Company (or its share registry), to each of the Ineligible Shareholders their respective proportion of the proceeds of the sale net of expenses.

  • Each Share issued and outstanding immediately prior to the Effective Time, other than Dissenting Shares and Ineligible Shares, shall be converted into the right to receive the Offer Price (the "MERGER CONSIDERATION"), upon surrender of the certificate formerly representing such Share in the manner provided in Section 3.

  • The key terms of the Nominee Agreement are set out in the table below: Brief descriptionThe Company has appointed Canaccord as its nominee to sell the New Shares that might have otherwise been issued to Ineligible Shareholders (Ineligible Shares) pursuant to section 615 of the Corporations Act.

  • Name: Title: COMPUTERSHARE TRUST COMPANY, N.A., and COMPUTERSHARE INC., On behalf of both entities Name: Title: Exhibit A List of affiliates, Ineligible Shares, and Plans Exhibit B Tax Instruction and Cost Basis Information Letter Exhibit C Schedule of Fees ____________________ * Files and Plans eligible for participation and processing within this transaction, may result in additional fees xxxx://xxx.


More Definitions of Ineligible Shares

Ineligible Shares shall have the meaning set forth in Section 3.01(a).
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Ineligible Shares has the meaning specified in the definition of “Ineligibility Event”.
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Ineligible Shares means all shares of Common Stock then held by BVF or its affiliates on the record date for such Stockholder Meeting that were issued to BVF or any affiliate of BVF by the Company upon exercise of a warrant issued pursuant to the Funding Agreement; and (iii) the term “Stockholder Approval” means the approval of the stockholders of the Company of the issuance of shares of Common Stock, in accordance with Nasdaq Marketplace Rule 5635(d), in excess of 11,358,432 shares upon the exercise of any and all warrants issued pursuant to Section 4.01 of the Funding Agreement that have an exercise price of less than $1.076 per share (as adjusted for any stock splits, reverse splits, recapitalization, combinations of shares, reclassification of shares or similar changes in capitalization).
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Ineligible Shares has the meaning given in clause 4.4(c).
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Ineligible Shares has the meaning given in clause 4.4(c). Ineligible Share Transfer means a duly completed and executed proper instrument of transfer in respect of the Ineligible Shares for the purposes of section 1071B of the Corporations Act, in favour of the Sale Nominee, being a master transfer of all of the Ineligible Shares. Net Proceeds means the total proceeds of sale of all of the Ineligible Consideration CDIs after the deduction of any applicable fees, brokerage, taxes and charges of the Sale Nominee reasonably incurred in connection with the sale of the Ineligible Consideration CDIs. NYSE means the New York Stock Exchange. Registered Address means, in relation to an Allkem Shareholder, the address of the shareholder shown in the Allkem Share Register. Sale Nominee means: (a) the nominee appointed by Allkem in accordance with clause 4.4 of this Scheme to sell the Ineligible Consideration CDIs under the terms of this Scheme (or any person holding legal title to the Ineligible Shares or the Ineligible Consideration CDIs (as applicable) for the benefit of, and as agent for, that person); or (b) if the Terms of Appointment with the Sale Nominee contemplated by paragraph (a) immediately above are terminated after Implementation, any alternate nominee appointed by Xxxxxx on the terms contemplated by clause 4.4 to sell the Ineligible Consideration CDIs under the terms of this Scheme (or any person holding legal title to the Ineligible Shares or the Ineligible Consideration CDIs (as applicable) for the benefit of, and as agent for, that person), as applicable. Scheme means this scheme of arrangement under Part 5.1 of the Corporations Act between Allkem, the Eligible Shareholders and the Ineligible Overseas Shareholders, subject to any
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Related to Ineligible Shares

  • Ineligible Securities means securities which may not be underwritten or dealt in by member banks of the Federal Reserve System under Section 16 of the Banking Act of 1933 (12 U.S.C. Section 24, Seventh), as amended.

  • Eligible Shares has the meaning set forth in Section 4.1(a).

  • Ineligible Security means any security which may not be underwritten or dealt in by member banks of the Federal Reserve System under Section 16 of the Banking Act of 1933 (12 U.S.C. Section 24, Seventh), as amended.

  • Eligible Securities means those securities which are identified as permissible securities for a particular Transaction Category.

  • Ineligible Holder is defined in Section 4.8(c).

  • Ineligible Person shall include an individual or entity who: i. is currently excluded, debarred, suspended, or otherwise ineligible to participate in the Federal health care programs or in Federal procurement or nonprocurement programs; or ii. has been convicted of a criminal offense that falls within the scope of 42 U.S.C. § 1320a-7(a), but has not yet been excluded, debarred, suspended, or otherwise declared ineligible.

  • Eligible Shareholder means an existing or new investor of the Company that is eligible at the ACD’s discretion to invest in the Class X Shares upon entering into an agreement with the ACD and fulfilling the eligibility conditions set by the ACD from time to time.

  • Interested Shares means the shares of an issuing public corporation in respect of which any of the following persons may exercise or direct the exercise of the voting power of the corporation in the election of directors:

  • Excess Shares shall have the meaning set forth in Section 3.1(a).

  • Available Shares means the sum of (i) one hundred fifty thousand (150,000) shares of Common Stock, and (ii) an annual increase on April 1st of each calendar year, beginning in 2022 and ending in 2031 (each a “Date of Determination”), in each case subject to the approval and determination of the Administrator on or prior to the applicable Date of Determination, equal to the lesser of (A) four percent (4%) of the total shares of Common Stock of the Company outstanding on the last day of the immediately preceding fiscal year and (B) such smaller number of shares as determined by the Administrator (the “Share Limit”). Notwithstanding the foregoing, shares added to the Available Shares by the Share Limit are available for issuance as Incentive Stock Options only to the extent that making such shares available for issuance as Incentive Stock Options would not cause any Incentive Stock Option to cease to qualify as such. In the event that the Administrator shall not take action to affirmatively approve an increase in the Share Limit on or prior to the applicable Date of Determination, the Share Limit and Available Shares, shall remain at such level as they were prior to such applicable Date of Determination. For clarity, the Available Shares is a limitation on the number of shares of Common Stock that may be issued pursuant to the Plan.

  • Participating Shares means shares that entitle their holders to participate without limitation in distributions.

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

  • Issued Shares means, collectively, all outstanding Shares issued pursuant to Restricted Stock Awards, all outstanding Shares issued pursuant to Unrestricted Stock Awards, and all Option Shares.

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

  • Shares means the shares of Common Stock issued or issuable to each Purchaser pursuant to this Agreement.

  • Eligible Stockholder means a person who has either (1) been a record holder of the shares of common stock of the Corporation used to satisfy the eligibility requirements in Section 3.2(d) continuously for the required three-year period or (2) provides to the Secretary of the Corporation, within the time period referred to in Section 3.2(e), evidence of continuous Ownership of such shares for such three-year period from one or more securities intermediaries.

  • Ineligible position means any position which does not

  • Equity Shares shall have the meaning attributed to such term in the recitals of this Agreement;

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

  • Excess Stock means Excess Stock as defined in Section 7.4 of the Company's Amended and Restated Articles of Incorporation.

  • 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.

  • Available Securities means the securities of the Funds that are available for Loans pursuant to Section 3.

  • Additional Shares shall have the meaning specified in Section 14.03(a).

  • Remaining Shares has the meaning set forth in Section 4.1.2.

  • Ordinary Shares means the ordinary shares, par value $0.0001 per share, of the Company.

  • Eligible Security means a security that: