IPC Shares definition

IPC Shares means, collectively, the IPC Opco Shares and the IPC US Shares.
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IPC Shares means all Securityholder Shares issued or issuable by any IPC Investor, whether upon exercise of any Common Stock Equivalents, preemptive rights or otherwise.
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IPC Shares shall have the meaning given in the recitals to this Agreement. “IRS” shall mean the Internal Revenue Service of the United States. “JV Exit Amount” shall have the meaning given in Section 3.22. “JV Liability Amount” shall have the meaning given in Section 3.22. “Key Company Employee” shall mean any Company Employee whose annual total compensation exceeds $125,000. “Knowledge” shall mean: (a) with respect to Seller, the actual knowledge, after reasonable inquiry and investigation, of the executive officers and directors of the Companies and Subsidiaries;
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Examples of IPC Shares in a sentence

  • The Parties further agree that the Purchase Price shall be allocated for income Tax purposes among the IPC Shares and the assets of FCC Environmental in accordance with the methodology set forth on Schedule 2.7 (the “Allocation”).

  • The Parties agree that the transfer of the Securities pursuant to the terms of this Agreement shall be treated for federal, state and local income Tax purposes as a sale by Seller and a purchase by Buyer of the IPC Shares and the assets of FCC Environmental, subject to the liabilities of FCC Environmental, in exchange for the Purchase Price (the “Intended Tax Treatment”).

  • The Validus Amalgamation Offer, the Scheme and the Exchange Offer are alternative methods for Validus to acquire all of the issued and outstanding IPC Shares (not already held by Validus or its subsidiaries) on the same economic terms.

  • Other than the IPC Shares, there are no (i) shares of capital stock or other equity interests in IPC, (ii) securities of IPC or of any other Person convertible into or exchangeable for any shares of capital stock or other equity interests in IPC or (iii) options or other rights to acquire from IPC, or other obligation of IPC to issue, or which otherwise relate to, any capital stock or other equity interests in IPC.

  • The Buyer has had access to such financial and other information concerning the Company and the IPC Shares as the Buyer deems necessary in order to make a decision to acquire the IPC Shares, including an opportunity to ask questions of and receive information from the Company.

  • Buyer desires to purchase from Seller, on the following terms and conditions, the IPC Shares (as defined below) of Information Products Center, Inc., a New Jersey corporation (the "Company" or "IPC"); and Seller desires to sell to Buyer, on the following terms and conditions, the IPC Shares.

  • Buyer acknowledges that the sale of the IPC Shares hereunder has not been registered or qualified under the Securities Act of 1933, as amended, or under any state securities laws, and that transfer of the IPC Shares by the Buyer will accordingly be restricted.

  • The certificates representing the IPC Shares will bear a legend to the effect that the IPC Shares may not be transferred except in a transaction registered or qualified under applicable securities laws or in a transaction exempt from such registration or qualification, as evidenced by an opinion of counsel or other evidence satisfactory to the Company and its counsel.

  • Seller is the record and beneficial owner of the IPC Shares, free and clear of any and all Liens and any other limitations or restrictions (including any restrictions on the right to vote, sell or otherwise dispose of the IPC Shares) and will transfer and deliver to Buyer at the Closing valid title to the IPC Shares free and clear of any and all Liens and such other limitations or restrictions.

  • All of the IPC Shares have been duly authorized, validly issued and are fully paid and non-assessable.


More Definitions of IPC Shares

IPC Shares shall have the meaning given in the recitals to this Agreement.
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Related to IPC Shares

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

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

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

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

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

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

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

  • ASA Shares has the meaning set forth in 2.4(a).

  • Purchaser Shares means the common shares in the capital of the Purchaser.

  • Public Shares means the Ordinary Shares included in the Units issued in the Public Offering; (vi) “Trust Account” shall mean the trust account into which a portion of the net proceeds of the Public Offering and the sale of the Private Placement Warrants shall be deposited; (vii) “Transfer” shall mean the (a) sale of, offer to sell, contract or agreement to sell, hypothecate, pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position or liquidation with respect to or decrease of a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder with respect to, any security, (b) entry into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any security, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (c) public announcement of any intention to effect any transaction specified in clause (a) or (b); and (viii) “Charter” shall mean the Company’s Amended and Restated Memorandum and Articles of Association, as the same may be amended from time to time.

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

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

  • A Shares means shares issued by companies incorporated in the PRC and listed on the SSE or the SZSE, traded in RMB and available for investment by domestic investors through Stock Connect.

  • Sold Shares shall have the meaning specified in Section 6.

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

  • Purchased Shares has the meaning set forth in Section 2.01.

  • B Shares means a participating share of no par value in the capital of the Fund, denominated in Euro(s);

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

  • H Shares means the overseas-listed foreign invested shares in the share capital of the Company with a nominal value of RMB1.00 each, which are subscribed for and traded in Hong Kong Dollars;

  • Transferred Shares means all or any portion of a Member’s Shares that the Member seeks to Transfer.

  • 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.

  • Coop Shares Shares issued by a Cooperative Corporation.

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

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

  • Acquisition Shares means each class of shares of beneficial interest of an Acquiring Fund to be issued to the corresponding Target Fund in a reorganization under this Agreement.

  • Seller Shares means all shares of Common Stock of the Company owned as of the date hereof or hereafter acquired by a Common Holder, as adjusted for any stock splits, stock dividends, combinations, subdivisions, recapitalizations and the like.