Newco Ordinary Shares definition

Newco Ordinary Shares means the ordinary shares of NewCo, par value $0.01. “NYSE” means the New York Stock Exchange.
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Newco Ordinary Shares means ordinary shares of €1.00 each in the capital of Newco;
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Newco Ordinary Shares ordinary shares in the capital of Newco.
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Examples of Newco Ordinary Shares in a sentence

  • None of the Company or any of the Company Subsidiaries beneficially owns any Parent Ordinary Shares, Parent ADSs, Newco Ordinary Shares or Newco ADSs.

  • No Newco Certificates or scrip representing fractional Newco ADSs shall be issued upon the surrender for exchange of Certificates, and such fractional shares shall not entitle the owner thereof to vote or to any other rights of a holder of Newco ADSs or Newco Ordinary Shares.

  • Newco agrees that the Newco Ordinary Shares delivered by it on the Closing Date shall be validly issued and fully paid.

  • The U.K. Listing Authority shall have agreed to admit to the Official List of the U.K. Listing Authority (subject to allotment) (i) the Newco Ordinary Shares represented by the Newco ADSs issuable in the Merger pursuant to Article II, and (ii) the Newco Ordinary Shares issued pursuant to the Scheme and such agreement shall not have been withdrawn, and the Newco ADSs issuable in the Merger pursuant to Article II shall have been approved for listing on the NYSE upon official notice of issuance.

  • The Company shall have received an opinion from CMS Xxxxxxx XxXxxxx, counsel to Parent, in form and substance reasonably satisfactory to the Company, dated as of the Closing Date, substantially to the effect that the Newco Ordinary Shares represented by the ADSs issued as the ADS consideration are validly issued and fully paid.

  • At the Effective Time, in consideration of the Contribution and the contribution to Newco of the Fresenius USA Common Shares and the Fresenius USA Preferred Shares owned by Fresenius AG and its subsidiaries (as provided in the Contribution Agreement), and in consideration of the Fresenius USA Merger, Fresenius AG shall be allocated 55.2% of the Newco Ordinary Shares that will be outstanding immediately following consummation of the Reorganization on a fully diluted basis.

  • No fractional ADRs or Newco Ordinary Shares shall be issued in the Reorganization.

  • Any such former shareholders who have not theretofore exchanged their Old Certificates for ADRs or Newco Ordinary Share Certificates and cash pursuant to this Article IV shall thereafter be entitled to look exclusively to the applicable Surviving Corporation and only as general creditors thereof for the Newco Ordinary Shares and cash to which they become entitled upon exchange of their Old Certificates pursuant to this Article IV.

  • At or prior to the Merger Effective Time, Newco shall take all corporate actions necessary to reserve for future issuance and shall maintain such reservation for so long as any of the Newco Warrants remain outstanding, a sufficient number of Newco Ordinary Shares for delivery upon the exercise of such Newco Warrants.

  • The Incentive Equity Plan shall include an “evergreen” share refresh feature which will provide that the number of Newco Ordinary Shares available for issuance under the Incentive Equity Plan shall be automatically increased on January 1st of each calendar year commencing after the Closing Date by two percent (2%) of the total aggregate Newco Ordinary Shares outstanding as of December 31st of the immediately preceding calendar year.


More Definitions of Newco Ordinary Shares

Newco Ordinary Shares means ordinary shares with a nominal value of USD 1 (one United States Dollar) each in the share capital of NewCo;
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Newco Ordinary Shares means the ordinary shares of £1.00 each in the capital of Newco;
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Newco Ordinary Shares shall have the meaning set forth in Section 1.1.
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Newco Ordinary Shares means the ordinary shares in the capital of NewCo, with a nominal value of $0.0001 each.
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Newco Ordinary Shares. “Orion”; “Orion Resources Shares”; “Orion Resources Consideration”; “Orion Share Consideration”; “Registration Statement”; “Rigel”; “SARS”; “SEC”; “Securities Act”; “Seller”; “Sellers”; “Second Earnout Share Consideration”; “Second Base Case Milestone”; “Second Downside Milestone”; “Tax Returns”; “Tailings”; “Target Companies”; “Target Group Companies”; “Transactions”; and “Transaction Agreements”;
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Newco Ordinary Shares means fully paid ordinary shares in the capital of NewCo.
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Related to Newco Ordinary Shares

  • A Ordinary Shares means the A ordinary shares of £0.01 each in the capital of the Company;

  • New Ordinary Shares means the new Ordinary Shares arising on Conversion of the C Shares;

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

  • Parent Ordinary Shares means the Ordinary Shares, nominal value NIS 0.0175 per share, of Parent.

  • Additional Ordinary Shares means Ordinary Shares issued by the Guarantor following the issuance of the Subscribed Ordinary Shares;

  • Class B Ordinary Shares shall have the meaning ascribed to it in Section 2.4(a).

  • Class A Ordinary Shares shall have the meaning ascribed to it in Section 2.4(a).

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

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

  • A Shares means a participating share of no par value in the capital of the Fund, denominated in US Dollars;

  • Newco Common Stock means the common stock, par value $.01 per share, of Newco.

  • Company Ordinary Shares means the shares of par value $1.00 each in the Company.

  • Common Stock means the common stock of the Company.

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

  • Ordinary Share Equivalents means any securities of the Company or the Subsidiaries which would entitle the holder thereof to acquire at any time Ordinary Shares or ADSs, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Ordinary Shares or ADSs.

  • Ordinary Share Capital means any issued and outstanding shares of the Company with voting or other rights of management and control and any outstanding securities of the Company that are convertible into such shares at the option of the holder;

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

  • New Common Shares means the common stock or common equity of Reorganized XOG to be issued on the Effective Date.

  • Series B Shares means the shares of Fixed Rate Cumulative Perpetual Preferred Stock, Series B, of the Company.

  • Class A Ordinary Share Value means, as of the close of business on the day preceding the date, the volume weighted average trading price of the Class A Ordinary Shares on all trading platforms or trading systems on which the Class A Ordinary Shares are being traded over the forty-five (45) trading days then ended, provided, that if the total aggregate trading volume over such 45-trading-day period is less than 5% of the public float, such period shall be extended to the ninety (90) trading days then ended, provided, further, if the total aggregate trading volume over such 90-trading-day period is less than 5% of the public float, the holder of the Class B Ordinary Shares shall request that the Board obtain an appraisal of the value of the Class A Ordinary Shares from one or more independent nationally-recognized third party appraisal companies and such appraisal shall constitute the Class A Ordinary Share Value.

  • Additional Shares of Common Stock means all shares of Common Stock issued (or, pursuant to Subsection 4.4.3 below, deemed to be issued) by the Corporation after the Series B Original Issue Date, other than (1) the following shares of Common Stock and (2) shares of Common Stock deemed issued pursuant to the following Options and Convertible Securities (clauses (1) and (2), collectively, “Exempted Securities”):

  • Subsidiary Shares has the meaning ascribed to it in Section 3.3(a).

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

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

  • Pubco Common Stock means all classes and series of common stock of Pubco, including the Class A Common Stock and Class B Common Stock.