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 any class of PentaStar Shares will be issued pursuant to the Merger.

  • Such PentaStar Shares shall at the time of such issuance and delivery be free and clear of any Encumbrances of any kind or character, other than those arising under applicable federal and state securities laws, under this Agreement or under any Other Seller Agreement to which the Shareholder is a party.

  • No certificates or scrip representing fractional shares of PentaStar Shares shall 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.

  • 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.

  • 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.

  • 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.

  • Such PentaStar Shares shall at the time of such issuance and delivery be free and clear of any Encumbrances of any kind or character, other than those arising under applicable federal and state securities laws, under this Agreement or under any Other Seller Agreement to which such Shareholder is a party.

  • 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.

  • 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.

Related to PentaStar Shares

  • 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.

  • 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 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.

  • 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 has the meaning ascribed thereto in the first paragraph of this Agreement;

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

  • Incentive Shares means Shares awarded pursuant to the provisions of Article 12.

  • Holdings Common Stock means the common stock of Holdings, par value $.01 per share.

  • Class B Common Shares means the Class B Convertible Voting Common Shares of the Company, par value $1.00 per share.

  • Membership Units means the limited liability company interests in the Company held by the Members, expressed as a number of units held by each Member and set forth opposite such Member's name on Schedule I attached hereto, as amended, modified or supplemented from time to time.

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

  • Company Securities has the meaning set forth in Section 3.02(b)(ii).

  • 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 shares of the Class C Common Stock.

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