Promotional Shares definition

Promotional Shares means those equity securities which were issued within three (3) years prior to the filing date or are to be issued to promoters for a consideration valued at less than eighty-five percent (85%) of the proposed public offering price excluding the number of such securities calculated by
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Promotional Shares means equity securities that:
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Promotional Shares means those equity securities which were issued within three (3) years prior to the filing date or are to be issued to promoters for a consideration valued at less than eighty-five percent (85%) of the proposed public offering price excluding the number of such securities calculated by dividing eighty-five percent (85%) of the public offering price per share into the total consideration paid by promoters for their shares. Equity securities which were, or are to be, issued for services rendered, patents, copyrights, or other intangibles are presumed to be promotional shares unless the value of such intangibles has been established to the satisfaction of the Division. In determining the consideration paid or the value of property under this definition, the Division may recognize as consideration any property, including patents, copyrights, or other intangibles (except goodwill) to the extent that the fair market value of such assets is established to the Division’s satisfaction. Consideration for equity securities may include the fair market value of such assets if the fair market value can be determined by an independent appraisal (according to recognized standards of valuation) that is acceptable to the Division and may also include verifiable out-of-pocket development or marketing expenses (excluding promoters’ salaries) paid by promoters to the extent such expenses are not reimbursed by the issuer. Excluded from this definition shall be any
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Examples of Promotional Shares in a sentence

  • The statement of policy on Promotional Shares of the North American Securities Administrators Association, as effective January 1, 2009, is incorporated into this article by reference.

  • The exercised or converted Promotional Shares will remain in Escrow subject to the terms of this Agreement.

  • The Promotional Shares shall be held by the Escrow Agent until they are released in accordance with paragraph 4., below.

  • The exercised or converted Promotional Shares shall remain in escrow subject to the terms of this Agreement.

  • The Escrow Agent shall not be liable for retaining the Promotional Shares in escrow for a reasonable time to determine the proper disposition of those shares.

  • If the Promotional Shares have exercise rights or conversion rights, the Escrow Agent will, upon receipt of the Company’s written request, provide the documents that evidence and/or which are necessary to execute the exercise rights or conversion rights.

  • Any cash dividends that are granted to or received by the Depositors while their Promotional Shares are held in escrow, shall be promptly deposited with and held by the Escrow Agent subject to the terms of this Agreement unless such cash dividends are approved by a majority of the independent directors of the Issuer.

  • All certificates representing stock dividends and shares resulting from stock splits of escrowed shares, recapitalizations and the like, that are granted to or received by Depositors while their Promotional Shares are held in Escrow will be deposited with and held by the Escrow Agent subject to the terms of this Agreement.

  • Any cash dividends that are granted to or received by the Depositors while their Promotional Shares are held in escrow, will be promptly deposited with and held by the Escrow Agent subject to the terms of this Agreement unless such cash dividends are approved by a majority of the Independent Directors of the Company.

  • The Escrow Agent will hold the Promotional Shares until the release conditions of paragraph 4 below are satisfied.

Related to Promotional Shares

  • Additional Shares shall have the meaning specified in Section 14.03(a).

  • Additional Shares of Common Stock means all shares of Common Stock issued (or, pursuant to Subsection 4.4.3 below, deemed to be issued) by the Corporation after the Series B Original Issue Date, other than (1) the following shares of Common Stock and (2) shares of Common Stock deemed issued pursuant to the following Options and Convertible Securities (clauses (1) and (2), collectively, “Exempted Securities”):

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

  • Initial Shares means a number of Registrable Securities equal to the lesser of (i) the total number of Registrable Securities and (ii) one-third of the number of issued and outstanding shares of Common Stock that are held by non-affiliates of the Company on the day immediately prior to the filing date of the Initial Registration Statement.

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

  • 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.

  • Coop Shares Shares issued by a Cooperative Corporation.

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

  • Firm Shares has the meaning given to it in the first paragraph of this Agreement;

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

  • Offering Shares means the Class A Shares sold in the Offering, whether such Class A Shares were purchased in the Offering or in the secondary market following the Offering and whether or not such holders are affiliates of the Sponsor.

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

  • Company Preferred Shares shall have the meaning set forth in Section 4.2(a).

  • Dividend Shares means the shares of Common Stock issuable in payment of dividends payable on the Preferred Shares in accordance with the terms of the Certificate of Designation.

  • SpinCo Shares means the shares of common stock, par value $0.01 per share, of SpinCo.

  • Private Placement Shares shall have the meaning given in the Recitals hereto.

  • Original Shares means ordinary shares with a par value of US$0.0001 each in the capital of the Company;

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

  • Net Shares means the number of shares of Common Stock which will be deposited in a brokerage account in the Grantee’s name at the Company’s designated broker after shares have been withheld to satisfy applicable tax and withholding requirements upon vesting of the Restricted Stock Units.

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

  • 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.

  • 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.

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

  • Total Shares means (without double-counting), as of a particular date of determination, the algebraic sum of: (A) the Initial Shares, plus (B) the Additional Shares, minus (C) all Buyback Shares repurchased or redeemed between the Effective Date and such date of determination.

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

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