OFFERED NEW SHARES definition

OFFERED NEW SHARES shall have the meaning set forth in Section 4.1(a).
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OFFERED NEW SHARES shall have the meaning ascribed thereto in SECTION 5.1(a).
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OFFERED NEW SHARES has the meaning specified in Section 8.1(a) of this Agreement. "Permits" has the meaning specified in Section 3.14 of this Agreement. "Per Share Price" has the meaning specified in Section 2.2(a) of this Agreement. "Person" means an individual, partnership, corporation, association, trust, joint venture, unincorporated organization, and any government, governmental department or agency or political subdivision thereof. "Preferred Stock Derivatives" has the meaning set forth in the Certificate of Designation. "Purchased Securities" has the meaning specified in the Recitals to this Agreement. "Purchaser(s)" means the purchasers set forth on Schedule 2.1. "Registrable Securities" means those shares of Common Stock constituting Preferred Stock Derivatives or issued upon conversion or exercise of the Purchased Securities and any Preferred Stock Derivatives and which have not been sold to third parties pursuant to a registered public offering or pursuant to Rule 144(k) under the Securities Act. "Registration Rights Agreement" means the Registration Rights Agreement dated as of the date hereof, as the same shall be amended from time to time, among the Company and the Purchasers in the form of Exhibit C attached hereto. "Related Agreements" means the Certificate of Designation and the Registration Rights Agreement. "SEC" means the Securities and Exchange Commission. "Securities Act" means the Securities Act of 1933, as amended, or any successor federal statute, and the rules and regulations of the Securities and Exchange Commission thereunder, all as the same shall be in effect at the time. "Security Documents" has the meaning specified in Section 3.25(b) of this Agreement. "Series A Preferred Stock" has the meaning specified in the Recitals to this Agreement. "Spectrum" means Spectrum Equity Investors II, L.P. "Subsidiary" means any Person which the Company now or hereafter shall at the time own, directly or indirectly through a subsidiary, at least a majority of the outstanding capital stock (or other beneficial interest) entitled to vote generally; and the term "Subsidiaries" shall mean all of such Persons collectively. "Taxes" means (A) all net income, gross income, gross receipts, sales, use, ad valorem, transfer, franchise, profits, license, withholding, payroll, employment, excise, severance, stamp, occupation, premium, property or windfall profits taxes, or other taxes of any kind whatsoever, together with any interest and any penalties, additions to tax o...
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More Definitions of OFFERED NEW SHARES

OFFERED NEW SHARES shall have the meaning specified in Section 3.1(a).
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OFFERED NEW SHARES shall have the meaning ascribed thereto in SECTION 3.1(a).
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Related to OFFERED NEW SHARES

  • Proposed New Lender is defined in Section 2.20.

  • Offer Shares means the Hong Kong Offer Shares and the International Offer Shares being offered at the Offer Price under the Global Offering;

  • Offered Shares has the meaning set forth in Section 3.02(a).

  • New Securities means, collectively, equity securities of the Company, whether or not currently authorized, as well as rights, options, or warrants to purchase such equity securities, or securities of any type whatsoever that are, or may become, convertible or exchangeable into or exercisable for such equity securities.

  • Underwritten Offering Notice has the meaning set forth in Section 2(b).

  • Proposed Purchaser shall have the meaning set forth in Section 5.7(a).

  • 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.

  • Proposed Transferee has the meaning set forth in Section 2.4(a).

  • Authorized Newspaper means a newspaper, printed in the English language or in an official language of the country of publication, customarily published on each Business Day, whether or not published on Saturdays, Sundays or holidays, and of general circulation in each place in connection with which the term is used or in the financial community of each such place. Whenever successive publications are required to be made in Authorized Newspapers, the successive publications may be made in the same or in different Authorized Newspapers in the same city meeting the foregoing requirements and in each case on any Business Day.

  • Authorized Newspapers means three general newspapers and one financial newspaper, all of which are customarily published at least once a day for at least five days (other than legal holidays) in each calendar week, printed in the English language and of general circulation, with respect to the general newspapers, in the State of New Jersey, and with respect to the financial newspaper, in the State of New Jersey or the Borough of Manhattan, City and State of New York.

  • Transfer Stock means shares of Capital Stock owned by a Key Holder, or issued to a Key Holder after the date hereof (including, without limitation, in connection with any stock split, stock dividend, recapitalization, reorganization, or the like), but does not include any shares of Preferred Stock or of Common Stock that are issued or issuable upon conversion of Preferred Stock.

  • Offeree means an individual to whom the Committee has offered the right to acquire Shares under the Plan (other than upon exercise of an Option).

  • Transfer Shares has the meaning ascribed to such term in Section 6.2(a)

  • Offered Notes The Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes, the Class B Notes, the Class C Notes and the Class D Notes.

  • Offered Securities shall have the meaning specified in Section 5.03(b)(ii)(B).

  • Offered Units shall have the meaning set forth in Section 11.1 hereof.

  • Offered Price has the meaning set forth in Section 4.17.

  • Proposed Sale shall have the meaning set forth in Section 4.2(a).

  • Proposed Transfer means any assignment, sale, offer to sell, pledge, mortgage, hypothecation, encumbrance, disposition of or any other like transfer or encumbering of any Transfer Stock (or any interest therein) proposed by any of the Stockholders.

  • Shelf Offering Notice has the meaning set forth in Section 2(d)(ii).

  • Proposed Transfer Notice means written notice from a Key Holder setting forth the terms and conditions of a Proposed Key Holder Transfer.

  • Underwritten Takedown means an underwritten public offering of Registrable Securities pursuant to the Resale Shelf Registration Statement, as amended or supplemented.

  • Offerees has the meaning set forth in Section 5.4(a).

  • Sell or Offer to Sell means to: • sell, offer to sell, contract to sell or lend, • effect any short sale or establish or increase a Put Equivalent Position or liquidate or decrease any Call Equivalent Position • pledge, hypothecate or grant any security interest in, or • in any other way transfer or dispose of, in each case whether effected directly or indirectly.