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PE Shares definition

PE Shares means 69,613,389 Shares held by Premier Education or its transferee (including Parent).
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PE Shares means the 19.9% of the outstanding shares of common stock of Newco to be issued to PE pursuant to Section 2 of this Agreement.
Sample 1

Examples of PE Shares in a sentence

  • The initial authorized capital stock of Newco will be as reflected in Exhibit 2.2. No shares except those issued to Quantech and PE pursuant to this Agreement shall be issued and outstanding on the date of issuance to PE of the PE Shares.

  • Parent hereby irrevocably waives, and agrees not to exercise, any rights of appraisal or rights of dissent from the Merger that Parent may have with respect to the PE Shares (including any rights under Section 238 of the CICL) prior to the Expiration Time.

  • All stock option activity was retroactively restated to reflect the Exchanged Options.

  • The PE Shares have been duly authorized, validly issued, fully paid and nonassessable, and have not been issued in violation of any preemptive right of stockholders.

  • At the time of issuance of the PE Shares, there shall be no options, warrants, conversion privileges or other rights presently outstanding to purchase or otherwise acquire any authorized but unissued shares of the capital stock or other securities of Newco, nor any agreements or understandings with respect thereto.

  • The purchase price for the AA Shares is USD$5,495,919,896.06 (the “AA Shares Purchase Price”), payable in immediately available funds in U.S. dollars and no amount shall be withheld in respect of any withholding Taxes, and the purchase price for the L Shares is USD$69,727,693.12 (the “L Shares Purchase Price”), payable in immediately available funds in U.S. dollars and no amount shall be withheld in respect of any withholding Taxes.

  • Parent is a sophisticated investor and has independently evaluated the merits of its decision to purchase the PE Shares pursuant to this Agreement.

  • There shall not be any court decision, order or injunction by any court or other governmental body that makes the purchase and sale of the PE Shares contemplated hereby illegal or otherwise prohibited.

  • On the date of issuance of the PE Shares, Newco shall have no subsidiaries or affiliated companies (except Quantech and PE) and shall not otherwise own or control, directly or indirectly, or have any ownership interest in, any other corporation, association, joint venture, business entity or partnership.

  • The PE Shares shall not be sold, transferred, assigned, pledged or hypothecated, nor shall any of the PE Shares be subject to any hedging, short sale, derivative, put, or call transactions that would result in the effective economic disposition of such PE Shares for a period ending on the 18-month anniversary of the effective date of a registration statement on Form SB-2 that PE plans to file with the United States Securities and Exchange Commission on or before August 24, 2007 (the “Lock-Up Period”).

Related to PE Shares

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

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

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

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

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

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

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

  • Coop Shares Shares issued by a Cooperative Corporation.

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

  • Series D Shares means the Company's Series D Convertible Preferred --------------- Stock, par value $0.01 per share.

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

  • Common Warrant Shares means the shares of Common Stock issuable upon exercise of the Common Warrants.

  • Series B Preferred Shares means the Series B Preferred Shares of the Company, par value US$0.0001 per share.

  • Sold Shares shall have the meaning specified in Section 6.

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

  • Purchase Shares has the meaning set forth in Section 2.2(a) hereof.

  • Subscriber Shares means the Shares which the subscribers to the Instrument of the ICAV agree to subscribe for as more particularly hereinafter set forth after their names.

  • Preferred Shares means shares of Series A Junior Participating Preferred Stock, par value $.01 per share, of the Company having the rights and preferences set forth in the Form of Certificate of Designations attached to this Agreement as Exhibit A.

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

  • 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.

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

  • VMTP Shares has the meaning set forth in the preamble to this Agreement.

  • Subscription Shares has the meaning ascribed to it in Section 2.1.

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

  • Series C Preferred Shares means the Company’s series C preferred shares, par value US$0.00001 per share.

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

Most Referenced Clauses

Most Referenced Definitions