Pegasus Shares definition

Pegasus Shares means all of the securities that could be requested to be included in any registration pursuant to Pegasus Registration Rights Agreement (as defined below).
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Pegasus Shares is defined in Section 2.1.5.
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Pegasus Shares means, collectively, the Pegasus Class A Shares and the Pegasus Class B Shares.
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Examples of Pegasus Shares in a sentence

  • The Pegasus Shares are owned by the Company free and clear of any pledge, mortgage, hypothecation, lien, charge or encumbrance, or any security interest therein or in the proceeds thereof, except as provided by this Agreement for the benefit of the Grantees.

  • Borrower’s obligation under this paragraph shall survive the termination of this Agreement.

  • From and after the Effective Time, holders of Pegasus Shares shall cease to have any rights as shareholders of Pegasus, except as provided in this Agreement or by applicable Law.

  • Notwithstanding any provision of this Agreement to the contrary and to the extent available under the Cayman Companies Act, Dissenting Pegasus Shares shall not be converted into, and such Dissenting Pegasus Shareholders shall have no right to receive, the applicable Merger Consideration unless and until such Dissenting Pegasus Shareholder fails to perfect or withdraws or otherwise loses his, her or its right to dissenters’ rights under the Cayman Companies Act.

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  • Should an Underwritten Shelf Takedown be requested with respect to Pegasus Shares or Selling Demanding Holder Shares, the rights to be included in such Underwritten Shelf Takedown shall be the same as if it were the first demand registration after a Qualified Public Offering.

  • Within 10 business days of receiving such notice, the Recipients may give written notice (the “Joint Notice”) to the Senders that the Recipients have chosen that such registration be conducted as a joint demand registration (“Joint Demand Registration”) of both the Pegasus Shares and the Registrable Securities (for purposes of this Section 2.3, the “Selling Demanding Holder Shares”).

  • Until surrendered as contemplated by Clause 2.3(b) and this Clause 2.3(c), each Eligible Pegasus Share shall be deemed at any time from and after the consummation of the Business Combination to represent only the right to receive upon such surrender the Merger Consideration which the holders of Eligible Pegasus Shares were entitled to receive in respect of such Eligible Pegasus Shares pursuant to Clause 2.2(a)(vi)(B) and Clause 2.3(b).

  • In the event any such holder of Pegasus Shares does not deliver to the Exchange Agent a duly executed and completed Letter of Transmittal or does not deliver the Certificate(s) (or an affidavit of loss in lieu thereof), where applicable, such Person shall not be entitled to receive the Merger Consideration unless and until such Person delivers a duly executed and completed Letter of Transmittal and Certificate(s) (or an affidavit loss in lieu thereof), as applicable, to the Exchange Agent.

  • The delivery of a duly completed and validly executed Letter of Transmittal is a condition to each holder of Eligible Pegasus Shares receiving any portion of the Merger Consideration.


More Definitions of Pegasus Shares

Pegasus Shares means all of the issued and outstanding shares of capital stock of Pegasus, and all options, warrants (including without limitation those listed on Schedule 4.2(b)) and other rights to acquire shares of capital stock of Pegasus owned directly or indirectly by KFx and its Affiliates.
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Related to Pegasus Shares

  • Coop Shares Shares issued by a Cooperative Corporation.

  • Management Shares means a management share in the capital of the ICAV which shall have the right to receive an amount not to exceed the consideration period for such Management Share.

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

  • 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.

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

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

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

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

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

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

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

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

  • Masterworks Shares has the meaning set forth in Section 2.8(c).

  • Subscribed Shares means, as of any date of determination, the Subscribed Shares (as defined in the recitals to this Subscription Agreement) and any other equity security issued or issuable with respect to the Subscribed Shares by way of stock split, dividend, distribution, recapitalization, merger, exchange, or replacement, and (ii) “Subscriber” shall include any person to which the rights under this Section 5 shall have been duly assigned.

  • Merger Shares has the meaning set forth in Section 2.2(c).

  • Settlement Shares With respect to any Settlement Date, a number of Shares, not to exceed the Base Amount, designated as such by Party B in the related Settlement Notice or by Party A pursuant to “Termination Settlement” below; provided that on the Maturity Date the number of Settlement Shares shall be equal to the Base Amount on such date.

  • Equity Shares shall have the meaning attributed to such term in the recitals of this Agreement;

  • 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.

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

  • 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.

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

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

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

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

  • New Shares means ordinary or common shares, whether of the entity or person (other than the Share Issuer) involved in the Merger Event or a third party, that are, or that as of the Merger Date are promptly scheduled to be, (i) publicly quoted, traded or listed on an exchange or quotation system located in the same country as the Exchange (or, where the Exchange is within the European Union, in any member of state of the European Union) or on another exchange acceptable to the Issuer and (ii) not subject to any currency exchange controls, trading restrictions or other trading limitations.

  • 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.