QuadraMed Shares definition

QuadraMed Shares means the shares of QuadraMed Common Stock issuable as a portion of the Closing Consideration.
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Examples of QuadraMed Shares in a sentence

  • QuadraMed shall be entitled to give stop transfer instructions to its transfer agent with respect to the QuadraMed Shares in order to enforce the foregoing restrictions.

  • As of the Closing, the QuadraMed Shares will have been duly reserved for delivery pursuant to the terms of this Agreement and will, when so delivered and paid for, be duly authorized, validly issued, fully paid and nonassessable shares and will be free and clear of all Encumbrances imposed by or through QuadraMed.

  • The QuadraMed Shares to be issued to the Shareholders pursuant to this Agreement will be exempt from registration requirements of the Securities Act pursuant to the private placement exemption provided by Rule 505 and/or 506 of Regulation D promulgated under the Securities Act and/or Section 4(2) of the Securities Act, and applicable state securities laws.

  • The QuadraMed Shares shall not be transferable in the absence of an effective registration statement under the Securities Act or an exemption therefrom or in the absence of compliance with any term of this Agreement.

  • The certificates representing the QuadraMed Shares shall bear the following legend restricting transfer, and such other legends as may be required by any applicable state securities law: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

  • At such time as a registration statement for the QuadraMed Shares has been declared effective in accordance with the terms and conditions of the Registration Rights Agreement, the provisions of Section 5.3 above shall cease to apply to the QuadraMed Shares.

  • The parties acknowledge that, following the date hereof, RHP may transfer the QuadraMed Shares to the partners of RHP, and the general partner of RHP may further transfer QuadraMed Shares to its partners in accordance with the Merger Agreement, RHP or such Partners may designate a representative ("Partner Representative") to receive notices and make all determinations with regard to any Claim Notices or other actions required of RHP under this Agreement.

  • As of the Closing, the QuadraMed Shares have been duly reserved for delivery pursuant to the terms of this Agreement and will, when so delivered, be duly authorized, validly issued, fully paid and nonassessable shares and will be free and clear of all liens, charges, restrictions, claims, preemptive rights and Encumbrances.

  • Each of the Shareholders is acquiring the QuadraMed Shares for his, her or its own account and for investment, and not with a view to the distribution thereof or with any present intention of distributing or selling any of the QuadraMed Shares except in compliance with the Securities Act.

  • QuadraMed hereby agrees to take all actions and execute all documents required to qualify issuance of the QuadraMed Shares for such exemptions.

Related to QuadraMed Shares

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

  • Covered Shares means, with respect to the Shareholder, (i) the Existing Shares, together with (ii) any shares of Common Stock or other voting capital stock of the Company and any securities convertible into or exercisable or exchangeable for shares of Common Stock or other voting capital stock of the Company, in each case under this clause (ii) that such Shareholder acquires Beneficial Ownership of on or after the date hereof.

  • Retained Shares has the meaning set forth in the recitals.

  • Transferred Shares means all or any portion of a Member’s Shares that the Member seeks to Transfer.

  • Award Shares means Shares covered by an outstanding Award or purchased under an Award.

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

  • Owned Shares means all Shares which are beneficially owned by Shareholder or any of its controlled Affiliates as of the date hereof.

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

  • Unvested Shares means "Unvested Shares" as defined in the Award Agreement.

  • Company Preferred Shares means, collectively, the Company Series A-1 Preferred Shares, the Company Series A-2 Preferred Shares, the Company Series B Preferred Shares, and the Company Undesignated Preferred Shares.

  • Plan Shares means the total number of Common Shares which may be reserved for issuance as Optioned Shares under the Plan as provided in §2.2;

  • 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.

  • Option Shares shall have the meaning ascribed to such term in Section 2.2(a).

  • Restricted Shares shall have the respective meanings set forth in Section 2.14.

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

  • Common Stockholder means the employee of, consultant to, or director of the Company or other person to whom shares of Common Stock are issued pursuant to this Plan.

  • Subject Shares means that number of Shares set forth on the Securityholder’s signature page attached to this Agreement, being all of the Shares owned legally or beneficially, either directly or indirectly, by the Securityholder or over which the Securityholder exercises control or direction, either directly or indirectly, and shall further include any Shares issued upon the conversion, exercise or vesting, as applicable, of Convertible Securities or otherwise acquired by the Securityholder after the date hereof.

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

  • 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.

  • Vested Shares means "Vested Shares" as defined in the Award Agreement.

  • Purchased Stock means a right to purchase Common Stock granted pursuant to Article IV of the Plan.

  • Issued Shares means, collectively, all outstanding Shares issued pursuant to Restricted Stock Awards, all outstanding Shares issued pursuant to Unrestricted Stock Awards, and all Option Shares.

  • 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.

  • Stockholder Shares means all securities of the Company registered in the name of, or Beneficially Owned by the Stockholder Parties, including any and all securities of the Company acquired and held in such capacity subsequent to the date hereof.

  • Masterworks Shares has the meaning set forth in Section 2.8(c).

  • Dividend Shares means any shares of Common Stock issuable in lieu of cash dividends paid or to be paid on the Series A Preferred.