Reclassified Shares definition

Reclassified Shares has the meaning set forth in Section 14.12 of this Warrant.
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Reclassified Shares shall have the meaning set forth in Section 11(a)(i).
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Reclassified Shares means the AXI Ordinary Shares as reclassified respectively as
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Examples of Reclassified Shares in a sentence

  • Instead, the Shareholder should be regarded as having acquired the Reclassified Shares at the same time and for the same aggregate base cost as their original holding of Shares.

  • Where a Shareholder’s Shares are reclassified into both Shares with “A” rights and Shares with “B” rights, the Shareholder’s base cost in their original holding of Shares should be apportioned by reference to the respective market values of the Shares with “A” rights and Shares with “B” rights received, as at the time the Reclassified Shares are first listed.

  • Shareholders who receive cash under the Scheme pursuant to the Cash Option should be regarded as having made a disposal of their Reclassified Shares with “B” rights on the distribution of cash by the Liquidators and may be subject to UK taxation of chargeable gains depending on the particular circumstances of the Reclassified Shareholder concerned.

  • Any assets representing a fraction of the entitlements of holders of Reclassified Shares with “A” rights and whose holding of New NAVF Shares is rounded down shall be retained by NAVF and represent an accretion to its assets.

  • The Transfer Agreement provides for the transfer of the cash, undertaking and other assets of the Company comprising the Rollover Pool to NAVF (or its nominee), in consideration for the allotment of New NAVF Shares to the Liquidators (as nominees for the Shareholders entitled to them), such shares to be renounced by the Liquidators in favour of the holders of Reclassified Shares with “A” rights on the basis referred to in paragraph 8 of Part 3.

  • On the Effective Date the Liquidators shall procure that there shall be delivered to Monks (or its nominee) particulars of the undertaking, cash and other assets comprising the Rollover Pool in accordance with the terms of the Transfer Agreement and a list, certified by the Registrar, of the names and addresses of each holder of Reclassified Shares with “A” rights and the number of Reclassified Shares with “A” rights held by each of them.

  • For all other purposes, the Reclassified Shares shall continue to have the same rights as the Existing ZDP Shares and references to “ZDP Shareholders” shall be construed accordingly.

  • To the extent that Shareholders receive a distribution from the Liquidation Pool in respect of their Reclassified Shares, the amount received will generally be treated as consideration for a disposal of their shares.

  • Were these provisions to apply, amounts received by Shareholders in relation to a disposal of their Existing ZDP Shares, Reclassified Shares or New ZDP Shares could be subject to tax as income, rather than as capital.

  • The holder of Reclassified Shares with “C” rights shall be entitled to a distribution in specie of such part of the undertaking, cash and other assets comprising the Rollover Pool as represents the proportion that the number of Reclassified Shares with “C” rights held by such Shareholder is of the total aggregate number of Reclassified Shares with “A” rights and Reclassified Shares with “C” rights.


More Definitions of Reclassified Shares

Reclassified Shares has the meaning set forth in Section 4.4 of this Warrant.
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Reclassified Shares shall have the meaning set forth in Section 2.2(a)(ii).
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Reclassified Shares shall have the meaning set forth in Section 11(a)(i). (gg) “Record Date” shall have the meaning set forth in the second Recital hereof. (hh) “Redemption Price” shall have the meaning set forth in Section 23(a). (ii) “Redemption Time” means the time at which the Rights are redeemed as provided in Section 23. (jj) “Reduced Threshold” shall have the meaning set forth in Section 27. (kk) “Requisite Percentage” shall have the meaning set forth in Section 23(c)(i). (ll) “Right” shall have the meaning set forth in the second Recital hereof. (mm) “Right Certificate” shall have the meaning set forth in Section 3(d). (nn) “Rights Agent” shall have the meaning set forth in the first Recital hereof. (oo) “Security” shall have the meaning set forth in Section 11(d)(i). (pp) “Special Meeting” shall have the meaning set forth in Section 23(c)(i). (qq) “Special Meeting Demand” shall have the meaning set forth in Section 23(c)(i). (rr) “Special Meeting Period” shall have the meaning set forth in Section 23(c)(ii). (ss) “Spinco Parties” shall have the meaning set forth in Section 1(q). (tt) “Subsidiary” of any Person means any corporation, limited liability company, partnership, joint venture, bank, trust or other entity of which a majority of the voting power of the voting equity securities or equity interests is owned, directly or indirectly, by such Person. (uu) “Trading Day” shall have the meaning set forth in Section 11(d)(ii). Section 2.
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Related to Reclassified Shares

  • Qualifying Preferred Stock means non-cumulative perpetual preferred stock of the Corporation that (a) ranks pari passu with or junior to all other preferred stock of the Corporation, and (b) either (x) is subject to a Qualifying Replacement Capital Covenant or (y) is subject to Intent-Based Replacement Disclosure and has a provision that prohibits the Corporation from paying any dividends thereon upon its failure to satisfy one or more financial tests set forth therein, and (c) as to which the transaction documents provide for no remedies as a consequence of non-payment of dividends other than Permitted Remedies.

  • Specified Shares means all or, as the case may be, some of the shares specified in a disclosure notice;

  • Existing Preferred Stock means, collectively, the outstanding shares of the Series E 6% Convertible Preferred Stock of the Corporation.

  • New Preferred Stock means the Convertible Series A Preferred Stock and the Series B Preferred Stock.

  • Equity Stock means all classes or series of capital stock of the Company authorized under the Charter, including, without limit, its common stock, $.001 par value per share, and preferred stock, $.001 par value per share.

  • Junior Preferred Stock means ML & Co.'s Series A Junior Preferred Stock, par value $1.00 per share.

  • Series E Preferred Stock means shares of the Company’s Series E Preferred Stock, par value $0.0001 per share.

  • Preferred Stock Equivalents shall have the meaning set forth in Section 11(b) hereof.

  • Voting Preferred Stock means, with regard to any election or removal of a Preferred Stock Director (as defined in Section 8(b) below) or any other matter as to which the holders of Series E are entitled to vote as specified in Section 8 of this Certificate of Designations, any and all series of Preferred Stock (other than Series E) that rank equally with Series E either as to the payment of dividends or as to the distribution of assets upon liquidation, dissolution or winding up of the Corporation and upon which like voting rights have been conferred and are exercisable with respect to such matter.

  • Disqualified Stock Dividends means all dividends with respect to Disqualified Stock of the Company held by Persons other than a Wholly Owned Subsidiary. The amount of any such dividend shall be equal to the quotient of such dividend divided by the difference between one and the maximum statutory federal income tax rate (expressed as a decimal number between 1 and 0) then applicable to the Company.

  • Series E Preferred Shares means the Series E Preferred Shares of the Company, par value US$0.0001 per share, with the rights and privileges as set forth in the Memorandum and Articles.

  • Reclassification Event means any of the following: (a) any reclassification or recapitalization of PubCo Shares (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination or any transaction subject to Section 4.1(e)), (b) any merger, consolidation or other combination involving PubCo, or (c) any sale, conveyance, lease or other disposal of all or substantially all the properties and assets of PubCo to any other Person, in each of clauses (a), (b) or (c), as a result of which holders of PubCo Shares shall be entitled to receive cash, securities or other property for their PubCo Shares.

  • Capital Shares means the Common Stock and any shares of any other class of common stock whether now or hereafter authorized, having the right to participate in the distribution of earnings and assets of the Company.

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

  • Convertible Preferred Stock has the meaning set forth in the recitals.

  • Senior Preferred Stock means the Series A Preferred Stock and the Series B Preferred Stock.

  • Reclassification means the upgrading of a position to a higher classification as a result of the gradual increase of the duties being performed by the incumbent in that position.

  • Safe Preferred Stock means the shares of the series of Preferred Stock issued to the Investor in an Equity Financing, having the identical rights, privileges, preferences and restrictions as the shares of Standard Preferred Stock, other than with respect to: (i) the per share liquidation preference and the initial conversion price for purposes of price-based anti-dilution protection, which will equal the Conversion Price; and (ii) the basis for any dividend rights, which will be based on the Conversion Price.

  • Shares means the shares of Common Stock issued or issuable to each Purchaser pursuant to this Agreement.

  • Series A Convertible Preferred Stock means the Series A Convertible Preferred Stock, $0.001 par value per share, of the Corporation.

  • Conversion Stock means shares of Common Stock issued upon conversion of the Preferred Stock.

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

  • Permitted Preferred Stock means and refers to any Preferred Stock issued by Parent (and not by one or more of its Subsidiaries) that is not Prohibited Preferred Stock.

  • Series D Preferred Stock means shares of the Company’s Series D Preferred Stock, par value $0.001 per share.

  • Exchangeable Stock means any Capital Stock of a corporation that is exchangeable or convertible into another security (other than Capital Stock of such corporation that is neither Exchangeable Stock or Redeemable Stock).

  • Ordinary Shares means the ordinary shares, par value $0.0001 per share, of the Company.