Ownership Evidence definition

Ownership Evidence means (i) a Certificate (or affidavit of loss with respect to such Certificate and such other documentation as is described in Section 3.02(h)), together with a properly completed letter of transmittal, or (ii) receipt of an “agent’s message” by the Exchange Agent (or such other evidence, if any, of transfer as the Exchange Agent may reasonably request) in the case of a book-entry transfer of Uncertificated Company Shares.
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Ownership Evidence means (x) a Certificate (or affidavit of loss with respect to such Certificate and such other documentation as is described in Section 4.3(j)), together with a properly completed letter of transmittal, or (y) receipt of an “agent’s message” by the Exchange Agent (or such other evidence, if any, of transfer as the Exchange Agent may reasonably request) in the case of a book-entry transfer of Uncertificated Company Shares. Notwithstanding the provisions herein regarding the issuance of certificates for Parent Common Stock, if at the time the Exchange Agent sends to the holders of Company Shares a letter of transmittal and instructions Parent shall have adopted and implemented procedures permitting shareholders of Parent generally to hold uncertificated shares of Parent Common Stock, such letter of transmittal and instructions may include provisions reasonably acceptable to the Company, and Parent may adopt and instruct the Exchange Agent to follow procedures reasonably acceptable to the Company, for the issuance of Stock Consideration to holders of uncertificated Company Shares, or other holders of Company Shares so electing, in uncertificated shares of Parent Common Stock.
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Ownership Evidence shall have the meaning set forth in Section 16.11.
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Examples of Ownership Evidence in a sentence

  • Any shareholders of the Company who have not theretofore complied with this Article IV shall thereafter look only to Parent for delivery of their shares of Parent Common Stock and payment of cash in respect of the Cash Consideration and any other cash, dividends and other distributions in respect thereof payable or deliverable pursuant to Section 4.1, Section 4.3(f) and Section 4.3(h) upon due surrender of their Ownership Evidence, without any interest thereon.

  • No dividends or other distributions in respect of such Parent Common Stock shall be paid to any holder of any unsurrendered or undelivered Ownership Evidence until such Ownership Evidence is provided to the Exchange Agent or Parent in accordance with this Article IV.

  • See also attached letter from Attorney James Stoller Ownership Evidence: Warranty Deed from Robert C.

  • Each of Sellers shall deliver to Buyer all of the original shares, stock, certificates of ownership and all other evidence of ownership in the Companies ("Ownership Evidence").

  • CTek shall deliver the Creative Bellows Ownership Evidence to Escrow Agent contemporaneously with its execution and delivery of the Agreement and this Escrow Agreement.


More Definitions of Ownership Evidence

Ownership Evidence. A certificate (upon which the Trustee may conclusively rely) in the form attached hereto as Exhibit R.
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Related to Ownership Evidence

  • Ownership means, for purposes of this definition, control of more than a 50% interest in an entity.

  • Ownership Change means a change in a hospital’s owner, lessor, or operator under 42 CFR 489.18(a).

  • Equity Ownership means the percentage ownership and control, exercised by individuals within an enterprise.

  • Joint Ownership - (also known as equity JVs) means the establishment by two parent companies of a child company for a specific task within which both parent companies invest in order to overcome the limited capabilities vested within them in order that they can both benefit from the combined investment.

  • Common ownership means the same or substantially similar persons or entities that maintain a

  • Ownership Restrictions means collectively the Ownership Limit as applied to Persons other than the Initial Holder or Look-Through Entities, the Initial Holder Limit as applied to the Initial Holder and the Look-Through Ownership Limit as applied to Look-Through Entities.

  • Ownership Percentage with respect to any Member means the percentage of ownership of a Member determined by taking the total Capital Units held by such Member divided by the aggregate total number of issued and outstanding Capital Units.

  • Ownership Share means, with respect to any Subsidiary of a Person (other than a Wholly Owned Subsidiary) or any Unconsolidated Affiliate of a Person, the greater of (a) such Person’s relative nominal direct and indirect ownership interest (expressed as a percentage) in such Subsidiary or Unconsolidated Affiliate or (b) such Person’s relative direct and indirect economic interest (calculated as a percentage) in such Subsidiary or Unconsolidated Affiliate determined in accordance with the applicable provisions of the declaration of trust, articles or certificate of incorporation, articles of organization, partnership agreement, joint venture agreement or other applicable organizational document of such Subsidiary or Unconsolidated Affiliate.

  • Ownership Change Event means the occurrence of any of the following with respect to the Company: (i) the direct or indirect sale or exchange in a single or series of related transactions by the stockholders of the Company of securities of the Company representing more than fifty percent (50%) of the total combined voting power of the Company’s then outstanding securities entitled to vote generally in the election of Directors; (ii) a merger or consolidation in which the Company is a party; or (iii) the sale, exchange, or transfer of all or substantially all of the assets of the Company (other than a sale, exchange or transfer to one or more subsidiaries of the Company).

  • Ownership Interests means, with respect to any Person, all of the shares of Capital Stock of such Person and all debt securities of such Person that can be converted or exchanged for Capital Stock of such Person, whether voting or nonvoting, and whether or not such Capital Stock or debt securities are outstanding on any date of determination.

  • Relevant evidence means evidence having any tendency to make the existence of any fact that is of consequence to the determination of the action more probable or less probable than it would be without the evidence.

  • Ownership Interest As to any Certificate, any ownership or security interest in such Certificate, including any interest in such Certificate as the Holder thereof and any other interest therein, whether direct or indirect, legal or beneficial, as owner or as pledgee.

  • Beneficial Ownership shall have the meanings set forth in Rule 13d-3 promulgated under the Exchange Act (as defined below) as in effect on the date hereof.

  • Beneficial Ownership Regulation means 31 C.F.R. § 1010.230.

  • Constructive Ownership means ownership of Shares by a Person, whether the interest in the Shares is held directly or indirectly (including by a nominee), and shall include interests that would be treated as owned through the application of Section 318(a) of the Code, as modified by Section 856(d)(5) of the Code. The terms “Constructive Owner,” “Constructively Owns” and “Constructively Owned” shall have the correlative meanings.

  • Holding Companies means, collectively, the Company and Holdings, and each is a “Holding Company”.

  • Ownership Threshold means, with respect to any Person, Beneficial Ownership of the GREATER of (A) 15% of the Common Shares at any time outstanding or (B) the percentage of the outstanding Common Shares Beneficially Owned by such Person on the date of this Rights Agreement, plus in the case of this clause (B) 1% of the Common Shares outstanding on such date.

  • Residual Ownership Interest Any record or beneficial interest in the Class R Certificates.

  • Beneficial Ownership Certification means a certification regarding beneficial ownership as required by the Beneficial Ownership Regulation.

  • Applicable Ownership Interest means, with respect to the Treasury portfolio,

  • Indirect Ownership Interest means an ownership interest in an entity that has an ownership interest in another entity. Indirect ownership interest includes an ownership interest in an entity that has an indirect ownership interest in another entity.