Parent Exchange Shares definition

Parent Exchange Shares means the Parent Shares to be sold to Xx. Xxxx by Xx. Xxxx pursuant to Section 2.1, as adjusted for any share split or similar change that may occur between the date of this Agreement and the Closing.
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Parent Exchange Shares has the meaning given to such term in Section 5.5(e).
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Parent Exchange Shares means (i) the Initial Xxxxxx Series C Exchangeable Shares, (ii) any Dilutive Event Parent Series B Exchange Shares issued in a Dilutive Exchange, (iii) any Reverse Exchange Parent Series C Exchange Shares issued in a Reverse Exchange or (iv) any Available Parent Series B Shares issued in a Fundamental Event Exchange.
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Examples of Parent Exchange Shares in a sentence

  • The Parent represents and warrants that the Parent Exchange Shares to be issued will be, when issued, in accordance with the terms thereof, duly authorized, validly issued, fully paid and non-assessable and free of Encumbrances.

  • The Parent Exchange Shares when issued, will conform in all material respects to the descriptions of the Shares contained in the Parent’s filings with the SEC.

  • For purposes of clarification, if any Lender elects to convert to Borrower Common Shares pursuant to Section 2.13 hereunder, the Borrower shall not have the option of paying the Loan Payment Amount or delivering Parent Exchange Shares.

  • The Seller further represents that it does not have any contract, undertaking, agreement or arrangement with any Person to sell, transfer or grant participation to such Person with respect to the Parent Exchange Shares.

  • The Parent Exchange Shares proposed to be acquired by the Seller hereunder will be acquired for investment for the Seller’s own account and not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and the Seller has no present intention of selling, granting any participation in or otherwise distributing the Parent Exchange Shares, except in compliance with applicable securities laws.

  • Additionally, the Parent Exchange Shares will bear any legend required by the “blue sky” laws of any state to the extent such laws are applicable to the securities represented by the certificate so legended and each party consents to the other party making a notation on its records or giving instructions to any transfer agent of the Parent Exchange Shares in order to implement the restrictions on transfer of the Parent Exchange Shares.

  • The Parent Exchange Shares are free and clear from any and all Encumbrances and restrictions on transfer (except for any restrictions on transfer under applicable securities Laws).

  • The sale and delivery of the Parent Exchange Shares to Xx. Xxxx pursuant to the terms hereof will vest in Xx. Xxxx legal and valid title to the Parent Exchange Shares free and clear from all Encumbrances.

  • The Third Party Purchaser shall have entered into a binding agreement to purchase the Unrestricted Parent Exchange Shares on the foregoing terms, and the Third Party Purchaser shall have established (to the reasonable satisfaction of the Company and the Controlling Members) its financial ability to consummate such purchase immediately after the Closing.

  • Such Additional Restricted Parent Exchange Shares, if any, shall be allocated among the Members in proportion to their respective Membership Interests.


More Definitions of Parent Exchange Shares

Parent Exchange Shares the meaning given in WHEREAS Clause (C).
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Parent Exchange Shares means, with respect to each Lender, as of any date of determination, the aggregate number of shares of fully paid and non-assessable common stock, par value HK$20, of the Parent (as such shares shall then be constituted) equal in value to (i) all accrued and unpaid interest due under such Lender's Loans on such date of determination plus (ii) the outstanding principal amount of such Lender's Loans on such date of determination plus (iii) $3,000,000 less any amount of accrued Accreting Interest paid simultaneously therewith, with the price per share of such common stock of the Parent determined at a 10% discount to the 30 Trading Day trailing average closing price of such common stock of the Parent on the Relevant Exchange as of the date that is (w) for Parent Exchange Shares delivered under Section 2.10, three (3) days prior to the Maturity Date, (x) for Parent Exchange Shares delivered under Section 2.11, three (3) days prior to the Optional Prepayment Date, (y) for Parent Exchange Shares delivered under Section 2.12, three (3) days prior to the IPO Date, or (z) for Parent Exchange Shares delivered under Section 8.2, three (3) days prior to the date of Event of Default.
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Parent Exchange Shares have the meaning set forth in Section 2(a) below.
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Parent Exchange Shares means the Parent Shares to be sold to Mr. Zhou by Mr. Shen pursuant to Section 2.1, as adjusted for any share split or similar change that may occur between the date of this Agreement and the Closing.
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Related to Parent Exchange Shares

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

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

  • 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.

  • Parent Stock means the common stock, par value $0.01 per share, of Parent.

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

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

  • Parent Share Price means the average of the volume weighted averages of the trading prices of Parent Common Shares on NYSE (as reported by Bloomberg L.P. or, if not reported therein, in another authoritative source mutually selected by Parent and the Company in good faith) on each of the 20 consecutive trading days ending on (and including) the trading day that is two trading days prior to the Closing Date.

  • Buyer Stock means the common stock, par value $0.001 per share, of Buyer.

  • Share Purchase has the meaning set out in Section 2.1.

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

  • Consideration Shares has the meaning ascribed thereto in Section 2.2.

  • Open Market Share Purchase shall have the meaning specified in Section 2(I).

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

  • Parent Warrants has the meaning set forth in Section 5.3(a).

  • Open Market Purchase shall have the meaning specified in Section 2(I)

  • Parent Shareholder Approval means the affirmative vote of the holders of a majority of the votes cast by holders of outstanding shares of Parent Stock on the proposal to approve the issuance of Parent Stock as provided in this Agreement at the Parent Special Meeting.

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

  • Conversion Stock means shares of Common Stock issued upon conversion of the Preferred Stock.

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

  • Purchased Securities has the meaning assigned in the Terms;

  • A Shares means shares issued by companies incorporated in the PRC and listed on the SSE or the SZSE, traded in RMB and available for investment by domestic investors through Stock Connect.

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

  • Purchaser Warrants means Purchaser Private Warrants and Purchaser Public Warrants, collectively.

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

  • Purchaser Common Stock means the common stock, par value $0.01 per share, of Purchaser.

  • Closing Shares shall have the meaning ascribed to such term in Section 2.1(a)(i).