Rolled Shares definition

Rolled Shares has the meaning set forth in the Recitals.
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Rolled Shares has the meaning set forth in Section 2.01(b).
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Rolled Shares has the meaning set forth in the Recitals and includes any Class A Common Shares and Class B Common Shares acquired by a Rolling Shareholder subsequent to the date of this Agreement.
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Examples of Rolled Shares in a sentence

  • Subject to Sections 2.1(c), 2.1(e) and 2.1(f), each Common Share (other than any Cancelled Shares, any Dissenting Shares and any Rolled Shares) will thereupon be converted automatically into and will thereafter represent the right to receive $18.20 in cash, without interest (the “Merger Consideration”).

  • There are no conditions precedent or other contingencies related to the obligations of the Family Shareholders under the Rollover and Contribution Agreement to contribute to Family LLC or Parent prior to the Effective Time all of the Rolled Shares, other than as expressly set forth in or expressly contemplated by the Rollover and Contribution Agreement.

  • Except as provided in this Agreement, there are no outstanding options or other rights to acquire from such Family Shareholder, or obligations of such Family Shareholder to sell or to dispose of, any of such Rolled Shares (except as expressly contemplated by this Agreement).

  • Immediately after the Rollover and prior to the Effective Time, Family LLC will Transfer the Rolled Shares to Parent (the “Contribution”), and in exchange for the contribution of such Rolled Shares, Parent will issue and deliver to Family LLC 100 shares of Parent Common Stock representing 100% of the outstanding common stock of Parent.

  • After the Effective Time, MEDIQ will deliver to each Xxxxx Investor certificates evidencing the number of shares of MEDIQ Series B Preferred Stock and MEDIQ Common Stock to be received by such Xxxxx Investor, registered in such Xxxxx Investor's name upon delivery of the Rolled Shares as described in Section 2.1 hereof.

  • If, after the Effective Time, Certificates (other than with respect to Remaining Shares or Rolled Shares) are presented to the Surviving Corporation or Parent for transfer, they shall be cancelled and exchanged for a check in the proper amount pursuant to and subject to the requirements of this Article II.

  • As a result of their conversion pursuant to Section 1.5(e) of the Merger Agreement, all of the Rolled Shares shall cease to be outstanding and shall be automatically canceled and retired and the holders of the certificates previously evidencing such Rolled Shares shall cease to have any rights with respect to such Rolled Shares except as otherwise provided in the Merger Agreement or by law.

  • Pursuant to Section 1.5(e) of the Merger Agreement, at the Effective Time, the Rolled Shares shall be converted into an aggregate of 1,340,219 shares of MEDIQ Series B Preferred Stock and 109,781 shares of MEDIQ Common Stock, allocated among the holders of the Rolled Shares as provided on Schedule A hereto underneath the caption "Xxxxx Investors".

  • At the Effective Time, all Shares (other than the Remaining Shares and the Rolled Shares) shall be automatically cancelled and shall cease to exist, and, subject to Section 2.1(e), the holders of certificates which immediately prior to the Effective Time represented such Shares, and holders of Book-Entry Shares, shall cease to have any rights with respect to such Shares other than the right to receive the Merger Consideration.

  • The holders of the Rolled Shares shall have performed their obligations under the Rollover Agreement in all material respects.


More Definitions of Rolled Shares

Rolled Shares has the meaning specified in the Preliminary Statements.
Sample 1
Rolled Shares has the meaning set forth in Section 2.01(b). “Rollover Securities” has the meaning set forth in Section 2.01(b). “RVC” has the meaning set forth in the Preamble.
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Related to Rolled Shares

  • Controlled Shares in reference to any person means all shares of the Company directly, indirectly or constructively owned by such person as determined pursuant to Section 958 of the Code.

  • Cancelled Shares has the meaning set forth in Section 3.1(a).

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

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

  • Coop Shares Shares issued by a Cooperative Corporation.

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

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

  • Converted Shares means the Subject Equity Shares resulting from the conversion of Restricted Voting Shares into the Subject Equity Shares pursuant to subparagraph (ii);

  • Lock-Up Shares has the meaning set forth in Section 4.1.

  • Excluded Shares has the meaning set forth in Section 2.1(b).

  • 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.

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

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

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

  • Public Shares means the Ordinary Shares included in the Units issued in the Public Offering; (vi) “Trust Account” shall mean the trust account into which a portion of the net proceeds of the Public Offering and the sale of the Private Placement Warrants shall be deposited; (vii) “Transfer” shall mean the (a) sale of, offer to sell, contract or agreement to sell, hypothecate, pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position or liquidation with respect to or decrease of a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder with respect to, any security, (b) entry into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any security, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (c) public announcement of any intention to effect any transaction specified in clause (a) or (b); and (viii) “Charter” shall mean the Company’s Amended and Restated Memorandum and Articles of Association, as the same may be amended from time to time.

  • Parent Stock means the common stock, par value $0.01 per share, of Parent.

  • 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.

  • Rollover Shares has the meaning given in the recitals.

  • Stock Election Shares shall have the meaning set forth in Section 3.2.1.

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

  • 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.

  • Common Share Equivalents means any securities of the Company or the Subsidiaries which would entitle the holder thereof to acquire at any time Common Shares, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Shares.

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

  • Owned Shares means all shares of Company Common Stock and any other equity securities of the Company which are beneficially owned by Stockholder as of the date hereof, as set forth on Schedule I.

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