PGT Shares definition

PGT Shares means the fully paid and non-assessable common shares of PGT, to be issued to the Selling Shareholders by PGT on the Closing Date;
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PGT Shares has the meaning given in clause 3.1.
Sample 1

Examples of PGT Shares in a sentence

  • Notwithstanding any other provision of this Agreement, no certificate for fractional shares of the PGT Shares will be issued in the Transaction.

  • As soon as practicable following Closing, PGT will deliver or cause to be delivered the share certificates representing the PGT Shares.

  • In addition to the foregoing, the Selling Shareholders agree that they will not sell, assign or transfer any of the PGT Shares for a period of 12 months form the Closing Date, and that PGT may place appropriate legends on the PGT Share certificates to reflect this restriction.

  • The Selling Shareholders acknowledge and agree that the PGT Shares are being issued pursuant to an exemption from the prospectus and registration requirements of the Securities Act.

  • In lieu of any such fractional shares, if any of the Selling Shareholders would otherwise be entitled to receive a fraction of a share of the PGT Shares upon surrender of certificates representing the Enviro Shares for exchange pursuant to this Agreement, the Selling Shareholders will be entitled to have such fraction rounded up to the nearest whole number of PGT Shares and will receive from PGT a stock certificate representing same.

  • The PGT Shares to be issued to the Selling Shareholders upon consummation of the Transaction in accordance with this Agreement will, upon issuance, have been duly and validly authorized and, when so issued in accordance with the terms of this Agreement, will be duly and validly issued, fully paid and non-assessable.

  • The Selling Shareholders acknowledge that PGT has advised such Selling Shareholders that PGT is relying upon the representations and warranties of the Selling Shareholders set out in the Questionnaires to issue the PGT Shares under an exemption from the registration requirements of the Securities Act.

  • As consideration for the sale of the Enviro Shares by the Selling Shareholders to PGT, PGT shall allot and issue the PGT Shares to the Selling Shareholders in the amount set out opposite each Selling Shareholder’s name in Schedule 1.

  • In order to establish the availability of the safe harbor from the registration requirements of the Securities Act for the issuance of PGT Shares to each Selling Shareholder, Enviro will deliver to PGT on Closing, a Regulation S Certificate or Rule 506 Certificate, as applicable, and a Questionnaire duly executed by each Selling Shareholder.

  • PGT will have received evidence satisfactory to PGT that the PGT Shares issuable in the Transaction will be issuable without registration pursuant to the Securities Act in reliance on an exemption from the registration requirements of the Securities Act provided by Regulation S and/or Regulation D.

Related to PGT Shares

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

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

  • Coop Shares Shares issued by a Cooperative Corporation.

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

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

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

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

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

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

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

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

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

  • 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.

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

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

  • Pubco Shares means fully paid and non-assessable common shares of Pubco to be issued to the Selling Shareholders by Pubco upon Closing on the basis of 10 Priveco Share for 12,380,951 Shares;

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

  • 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.

  • 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.

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

  • Put Shares means all shares of Common Stock issued, or that the Company shall be entitled to issue, per any applicable Put Notice in accordance with the terms and conditions of this Agreement.

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

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

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

  • Buyer Stock means the common stock, par value $0.001 per share, of Buyer.