PentaStar Shares definition

PentaStar Shares has the meaning set forth in Section 3.1(u).
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PentaStar Shares is used in this Section 5.10 with respect to Xxxxxxxx or Topping only, "PentaStar Shares" shall not include any Earn-Out Shares (as defined in Section 5.12).
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Examples of PentaStar Shares in a sentence

  • No certificates or scrip representing fractional shares of PentaStar Shares shall be issued pursuant to the Merger.

  • No certificates or scrip representing fractional shares of any class of PentaStar Shares will be issued pursuant to the Merger.

  • In lieu of any such fractional shares, the Shareholders shall be entitled to receive an amount in cash (without interest), rounded to the nearest cent, determined by multiplying the Fair Market Value of a PentaStar Share issuable pursuant to this Agreement (as set forth in Section 2.1(k) or, in the case of PentaStar Shares issued as part of the Earn-Out Amount, as determined pursuant to Section 2.1(n)) by the fractional interest in such PentaStar Share to which the Shareholder would otherwise be entitled.

  • PentaStar shall issue separate certificates to each Shareholder representing the shares of PentaStar Shares subject to each of the three periods of restriction contemplated by this Section 5.10.

  • PentaStar shall issue separate certificates to the Shareholder representing the shares of PentaStar Shares subject to each of the three periods of restriction contemplated by this Section 5.10.

  • Each share of the capital stock of the Company issued and outstanding immediately prior to the Effective Time and owned directly or indirectly by the Company as treasury stock, if any, will be cancelled and retired, and no cash, PentaStar Shares or other consideration shall be delivered or payable in exchange therefor.

  • Certificates for the PentaStar Shares delivered to the Shareholders pursuant to this Agreement will bear a legend substantially in the form set forth below as long as applicable: THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THAT CERTAIN AGREEMENT AND PLAN OF MERGER DATED AS OF AUGUST 13, 1999 (THE "AGREEMENT"), BY AND AMONG THE ISSUER AND OC MERGERCO 2, INC., ICM COMMUNICATIONS INTEGRATION, INC.

  • Beginning 18 months after the Closing, Dennxx Xxxxxxxxxxx xxx sell 33.33% of the PentaStar Shares received at the Closing as part of the Purchase Price and beginning 24 months after the Closing, Dennxx Xxxxxxxxxxx xxx sell an additional 16.67% of the PentaStar Shares received at the Closing as part of the Purchase Price.

  • PentaStar shall issue separate certificates to the Company representing the shares of PentaStar Shares subject to each of the three periods of restriction contemplated by this Section 5.8. The restrictions set forth along in this Section 5.8 shall be in addition to any restrictions on transfer imposed by the Securities Act and applicable state securities laws.

  • In lieu of any such fractional shares of any class of PentaStar Shares, each Shareholder will be entitled to receive an amount in cash (without interest), rounded to the nearest cent, determined by multiplying the value of an PentaStar Share issuable pursuant to this Agreement (as determined as of the Closing Date) by the fractional interest in such PentaStar Shares to which such Person would otherwise be entitled.

Related to PentaStar Shares

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

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

  • B Shares means a participating share of no par value in the capital of the Fund, denominated in Euro(s);

  • 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.

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

  • Co-op Shares Shares issued by private non-profit housing corporations.

  • Class B Shares means the Class B ordinary Shares in the capital of the Company of $0.0001 nominal or par value designated as Class B Shares, and having the rights provided for in these Articles.

  • 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.

  • Series C Shares means the shares of Fixed Rate Cumulative Perpetual Preferred Stock, Series C, of the Company.

  • Coop Shares Shares issued by a Cooperative Corporation.

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

  • Holdco Shares means the ordinary shares of HoldCo with a par value of US$0.0001 per share.

  • Incentive Shares means an award of shares granted pursuant to Section XIII.

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

  • Class B Common Shares means (x) the Company’s Class B Common shares, $0.002 par value per share, the terms of which may be designated by the board of directors of the Company in a certificate of designations and (y) any share capital into which such preferred shares shall have been changed or any share capital resulting from a reclassification of such preferred shares (other than a conversion of such preferred shares into Common Shares in accordance with the terms of such certificate of designations).

  • Membership Units means the units into which the ownership interests of the Members in the Company are divided, including such Member’s Economic Interest and the right of such Member to any and all benefits to which such Member may be entitled as provided in this Agreement or under the Act, together with the obligation of such Member to comply with all of the provisions of this Agreement and of the Act.

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

  • Company Securities means (i) the Common Stock, (ii) securities convertible into or exchangeable for Common Stock and (iii) any options, warrants or other rights to acquire Common Stock.

  • Stock Election Shares shall have the meaning set forth in Section 3.2.1.

  • Founder Shares shall have the meaning given in the Recitals hereto and shall be deemed to include the shares of Common Stock issuable upon conversion thereof.

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

  • H Shares means the overseas-listed foreign invested shares in the share capital of the Company with a nominal value of RMB1.00 each, which are subscribed for and traded in Hong Kong Dollars;

  • Shares means the shares of Common Stock issued or issuable to each Purchaser pursuant to this Agreement.

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

  • Class C Shares means the shares of Class C common stock of the Company.

  • Class B Ordinary Shares shall have the meaning ascribed to it in Section 2.4(a).