PRC Shares definition
Examples of PRC Shares in a sentence
Due to exchange control laws in the PRC, Shares acquired through Performance RSU vestings must be maintained in the Fidelity (or any successor broker designated by the Company) brokerage account until the Shares are sold.
No Law or Order shall have been enacted, entered, issued, promulgated or enforced by any Governmental Entity which prohibits or restricts the transfer of the PRC Shares.
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Notwithstanding anything in this Agreement to the contrary, all representations and warranties with respect to any matter related to the Chinese Subsidiary, including, without limitation, any representation or warranty regarding the grant, creation, attachment, perfection or enforceability of a security interest in any of the PRC Shares are subject to the satisfaction of and obtaining the Required Approvals and compliance with applicable laws as to the PRC Shares.
Such security interest constitutes a valid, first priority security interest in the presently existing Collateral, and will constitute a valid, first priority security interest in Collateral acquired after the date hereof (subject only to Permitted Liens that are permitted pursuant to the terms of this Agreement to have superior priority to Bank’s Lien in this Agreement, and, with respect to the PRC Shares, subject to the obtainment of the Required Approvals).
The consideration to be paid by Buyer to Seller in exchange for the sale, transfer, assignment and delivery to Buyer of the PRC Shares shall be $425,000,000 (the "Purchase Price"), which shall be paid by Buyer to Seller at the time of Closing by wire transfer of immediately available funds into an account designated in writing by Seller to Buyer at least two days prior to the Closing Date.
PRC Shares" shall mean all of the issued and outstanding shares of common stock, par value $.01 per share, of PRC.
Each of the PRC Shares has been validly issued, is fully paid and nonassessable and was issued in conformity with applicable Laws.
Borrowers shall use commercially reasonable efforts to make any filings or registrations or obtain any approvals that are required in connection with the grant and creation of the security interest in the PRC Shares as soon as reasonably practicable following request from Bank.
Subject to the satisfaction of and obtaining the Required Approvals and compliance with applicable laws as to the PRC Shares, each Borrower has full power and authority to create a first lien on the Shares and no disability or contractual obligation exists that would prohibit such Borrower from pledging the Shares pursuant to this Agreement.