Offshore Shares definition

Offshore Shares means (i) the shares of Offshore Common Stock and Offshore Preferred Stock or (ii) units comprised of such shares.
Sample 1Sample 2
Offshore Shares means any shares of a Key Holder, whether now existing or subsequently issued.
Sample 1Sample 2
Offshore Shares means those Offered Shares sold outside the United States;
Sample 1

Examples of Offshore Shares in a sentence

  • Offshore may prepare and file an application to effect the listing of the Offshore Shares on the Nasdaq National Market.

  • The Company and Offshore shall take all such action as may be necessary or appropriate under the securities or blue sky laws of states or other political subdivisions of the United States in connection with the Rights Offering to permit the offering and sale of the Rights and the Offshore Shares as provided herein.

  • The Company and Offshore shall take all such other action as may be necessary or appropriate under the securities laws of the United States in connection with the Rights Offering to permit the Rights and the Offshore Shares to be offered and sold as provided herein.

  • The Company undertakes to the Purchaser that any and all the proceeds from the sale and issuance of the Purchased Offshore Shares shall and shall only be used for the payment of the Onshore Sale Price by or on behalf of the HK Subsidiary to CICC as consideration for CICC’s transfer and sale of the Sold Onshore Shares to the HK Subsidiary under the Onshore STA.

  • The Put Option shall be exercised by the Buyer's delivery to Seller of a written notice no later September 23, 2006 of the Buyer's intent to cause Seller (or its designee) to purchase all, but not less than all, of the LAIF UP Offshore Shares (the "Put Option Notice").

  • Seller hereby grants to Buyer an irrevocable option (the "Put Option") to cause Seller (or a wholly owned subsidiary of Seller to be designated by Seller) to purchase from Buyer all, but not less than all, of the LAIF UP Offshore Shares for the Purchase Price.

  • Seller has the full right, power and authority to enter into this Agreement and to transfer, convey and sell to Buyer at the Closing the LAIF UP Offshore Shares.

  • In reliance on the investment representations contained in Sections 3.7 and 3.8, the offer, issuance, sale and delivery of the UP Offshore Shares, as provided in this Agreement, are exempt from the registration requirements of the Securities Act and all applicable state securities laws, and are otherwise in compliance with such laws.

  • The consummation of the sale and issuance of the Purchased Offshore Shares pursuant to Section 2.1 (the “Closing”) shall take place remotely via the exchange of documents and signatures upon the satisfaction or waiver of all closing conditions specified in Section 5 and Section 6 hereof.

  • Neither UP Offshore nor any Person acting on its behalf has taken or will take any action which might subject the sale or transfer of the UP Offshore Shares to the registration requirements of Section 5 of the Securities Act.


More Definitions of Offshore Shares

Offshore Shares means (i) the shares of Offshore Common Stock and Offshore Preferred Stock or (ii) units comprised of such shares. "Prospectus" shall mean the prospectus(es) to be distributed to the holders of Company Common Stock in connection with the Rights Offering. "Record Date" shall mean the record date for the Distribution fixed by the Company's Board of Directors or any committee thereof. "Redemption Agreement" shall mean the Redemption Agreement dated the date hereof between Leviathan and Offshore. B-2 3 "Registration Statement" shall mean the registration statement(s) registering the offering and sale of the Rights and the Offshore Shares pursuant to the Rights Offering. "RIGCO" shall mean RIGCO North America, L.L.C., a Delaware limited liability company. "Rig Distribution" shall have the meaning ascribed to it in Section 3.2 hereof. "Securities Act" shall mean the Securities Act of 1933, as amended. "Senior Preferred Stock" shall mean the 9% Senior Convertible Preferred Stock, par value $0.01 per share, of Offshore. "Subordinated Note" shall mean the Company's Senior Subordinated Note dated January 23, 1997 payable to Hare & Co. "Tathxx Xxxthers" shall mean Tathxx Xxxthers, L.L.C., a Delaware limited liability company. "Tax" shall have the meaning ascribed to it in the Tax Sharing Agreement. "Tax Sharing Agreement" shall have the meaning ascribed to it in the Merger Agreement. Other capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Merger Agreement. 2.
Sample 1

Related to Offshore Shares

  • Offshore Global Note means a Global Note representing Notes issued and sold pursuant to Regulation S.

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

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

  • Offshore Physical Notes has the meaning provided in Section 2.01.

  • Offshore Transaction Any “offshore transaction” as defined in Rule 902(h) of Regulation S.

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

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

  • Offshore waters means marine waters of the Pacific Ocean

  • Rule 144A Securities means all Initial Securities offered and sold to QIBs in reliance on Rule 144A.

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

  • Commitment Shares shall have the meaning set forth in Section 12.04.

  • Approved Securities means securities of any State Government or of the Central Government and such bonds, both the principal whereof and the interest whereon shall have been fully and unconditionally guaranteed by any such Government;

  • Private Placement Shares shall have the meaning given in the Recitals hereto.

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

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

  • Purchase Shares has the meaning set forth in Section 2.1.

  • CHESS Approved Securities means securities of the Company for which CHESS approval has been given in accordance with the ASX Settlement Operating Rules;

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

  • Conversion Shares means, collectively, the shares of Common Stock issuable upon conversion of the shares of Preferred Stock in accordance with the terms hereof.

  • Unit Shares means the Common Shares comprising part of the Units;

  • Regulation S Investor With respect to a transferee of a Regulation S Global Certificate, a transferee that acquires such Certificate pursuant to Regulation S.

  • 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.

  • Temporary Offshore Global Note means an Offshore Global Note that bears the Temporary Offshore Global Note Legend.

  • 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.

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