ITC Shares definition

ITC Shares means the “Company Shares” as defined in the Merger Agreement.
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Examples of ITC Shares in a sentence

  • NCT fully understands that the ITC common stock to be issued hereunder (the "ITC Shares") has not been registered under the Securities Act or under any state securities laws and that no transfer of the Common Stock or any interest therein may be made, except pursuant to an effective registration statement under the Securities Act and applicable state securities laws or an exemption therefrom.

  • NCT is purchasing the ITC Shares solely for its own account and not as nominee or agent for any other person and not with a view to, or for offer or sale in connection with, any distribution thereof (within the meaning of the Securities Act and the rules and regulations promulgated thereunder) that would be in violation of the federal and state securities laws.

  • NCT understands and agrees that the transfer of the ITC Shares purchased under this Amendment is subject to the conditions of this Amendment.

  • All certificates representing any of the ITC Shares subject to the provisions of this Amendment shall have been endorsed on the face thereof a legend substantially as follows: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

  • No certificates representing fractional Cardio Shares shall be issued upon the surrender for exchange of the ITC Shares.

  • In lieu of a fractional share, Holdings will receive upon surrender of the ITC Shares an amount in cash (without interest) determined by multiplying such fraction by $22.35.

  • NCT understands and agrees that the transfer of the ITC Shares purchased under this Agreement is subject to the conditions of this Agreement.

  • All certificates representing any of the ITC Shares subject to the provisions of this Agreement shall have been endorsed on the face thereof a legend substantially as follows: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER STATE SECURITIES LAWS OF ANY STATE.

  • Each Shareholder hereby grants to Murd▇▇▇ ▇▇ irrevocable proxy to vote such Shareholder's ITC Shares in connection with any shareholder vote required in connection with the Merger.

  • In the event any certificate representing Holdings' ITC Shares shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by Holdings, Cardio shall issue in exchange for such lost, stolen or destroyed certificate the consideration payable in exchange therefor pursuant to this Section 1.

Related to ITC Shares

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

  • Merger Shares has the meaning set forth in Section 2.4(c).

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

  • 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.

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