Laser Shares definition

Laser Shares shall have the meaning set forth in the first clause of Section 3.1 hereof.
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Laser Shares means the shares of Laser Common Stock to be issued in the Company Merger.
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Laser Shares means all of Seller's capital stock of or other equity ------------ interests in the Company.
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Examples of Laser Shares in a sentence

  • In connection with the delivery by Laser of the Laser Shares, Laser shall utilize all shares of Laser Common Stock held by Laser as treasury shares before issuing any authorized but unissued shares of Laser Common Stock.

  • Laser shall prepare and submit to the NYSE a listing application covering the Laser Shares to be issued in connection with the Company Merger, and shall use its reasonable best efforts to obtain, prior to the Company Effective Time, approval for the listing of such Laser Shares, subject to official notice of issuance.

  • Parent Holdings is not acquiring the Laser Shares with any present intention of distributing or selling any of such Laser Shares in violation of federal or state securities laws.

  • At the Closing, Parent Holdings shall surrender certificates representing the Holdings Shares, and Laser shall deliver or cause to be delivered to Parent Holdings a duly executed stock certificate or stock certificates representing the Laser Shares, and the Cash Payment, in immediately available funds by wire transfer to an account specified in writing by Parent Holdings at least one day prior to the Closing Date.

  • Laser shall prepare and submit to the NYSE a listing application covering the Laser Shares to be issued in connection with the Holdings Merger, and shall use its reasonable best efforts to obtain as promptly as practicable approval for the listing of such Laser Shares, subject to official notice of issuance.

  • Pursuant to Section 7.1 hereof, each certificate representing the Laser Shares received by Parent Holdings shall be stamped or otherwise imprinted with the following legend: THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE RESTRICTIONS ON TRANSFER CONTAINED IN THE AGREEMENT AND PLAN OF MERGER DATED AS OF FEBRUARY 27, 1998 AMONG SUNBEAM CORPORATION, LASER ACQUISITION CORP., CLN HOLDINGS INC., AND COLEMAN (PARENT) HOLDINGS INC.

  • Seller is, and will be on the Closing Date, the record and beneficial owner and holder of all of the Laser Shares, and on the Closing Date will convey to Purchaser good and marketable title to the Laser Shares free and clear of all Liens.

  • Upon request of Parent Holdings, Laser shall cause to be issued certificates representing such Laser Shares as to which the restrictions set forth herein are no longer applicable without such legend .

  • Seller is the lawful record owner and beneficial owner of the Laser Shares, which have been duly authorized by all necessary action and which are validly issued, fully paid and nonassessable.

  • The Laser Shares are the only securities ------------------------- and the only equity, profit or capital interests in the Company issued and outstanding and owned by Seller.

Related to Laser Shares

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

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

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

  • PIPE Shares shall have the meaning given in the Recitals hereto.

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

  • 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.

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

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

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

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

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

  • Founder Shares shall have the meaning given in the Recitals hereto and shall be deemed to include the shares of Common Stock issuable upon conversion thereof.

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

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

  • Consideration Shares shall have the meaning set forth in Section 2.7(c).

  • 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.

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

  • Subscriber Shares means the Shares which the subscribers to the Instrument of the ICAV agree to subscribe for as more particularly hereinafter set forth after their names.

  • 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.

  • Subscription Shares has the meaning ascribed to it in Section 2.1.

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

  • Buyer Stock means the common stock, par value $0.0001 per share, of Buyer.

  • Coop Shares Shares issued by a Cooperative Corporation.

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

  • Offering Shares means the shares of Common Stock issued to the Purchasers pursuant to the Subscription Agreements, and any shares of Common Stock issued or issuable with respect to such shares upon any stock split, dividend or other distribution, recapitalization or similar event with respect to the foregoing.

  • Holdco Shares means the ordinary shares of HoldCo with a par value of US$0.0001 per share.