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 means, collectively, the Pegasus Class A Shares and the Pegasus Class B Shares.
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Pegasus Shares is defined in Section 2.1.5.
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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.

  • 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”).

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

  • 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.

  • For the avoidance of doubt, any shares requested to be included by other holders pursuant to contractual rights would only be included in the registration after all of the requested Selling Demanding Holder Shares and Pegasus Shares were included in such registration.

  • Selection of counsel for Selling Demanding Holders of Selling Demanding Holder Shares and the Demanding Holders of Pegasus Shares shall be a joint decision by: (a)(1) Riverwood (if any RW Holders are participating in the Joint Demand Registration) or (2) the Selling Demanding Holders of Selling Demanding Holder Shares (if no XX Xxxxxx is participating in the Joint Demand Registration) and (b) the Demanding Holders of Pegasus Shares.

  • 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 “Riverwood Shares”).

  • KFx owns and holds, and will on the Closing Date own, hold and convey to Kennecott, good and valid title to the Pegasus Shares (except for the warrants owned by Messrs.

  • All corporate action on the part of KFx, its officers, directors and stockholders necessary for the authorization of the KFx Transaction Agreements, and for the performance of all obligations of KFx hereunder and thereunder and for the delivery of its Pegasus Shares has been taken or will be taken prior to the Closing.


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 means Variable Rate MuniFund Term Preferred Shares, $0.00001 par value per share, liquidation preference $100,000 per share plus an amount equal to accumulated but unpaid dividends thereon (whether or not earned or declared), of the Trust. The preferences, voting powers, restrictions, limitations as to dividends, qualifications, and terms and conditions of redemption of each series of VMTP Shares are set forth in the VMTP Shares Statement.

  • 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;

  • Founders’ Shares means 1,000 shares with a par value of $1 per share, 500 of which were issued to MACRO Securities Depositor, LLC and 500 of which were issued to Claymore Securities, Inc., in exchange for the Initial Deposit.

  • 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 means the Common Shares and any shares of any other class or series of the Corporation which may from time to time be authorized for issue if by their terms such shares confer on the holders thereof the right to participate in the distribution of assets upon the voluntary or involuntary liquidation, dissolution or winding up of the Corporation beyond a fixed sum or a fixed sum plus accrued dividends;

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

  • 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.