Royale Shares definition

Royale Shares means shares of capital stock of Royale Energy, Inc. a California corporation.
View Source
Royale Shares means shares of capital stock of Royale Energy, Inc. a California corporation. “Royale Stockholder” means a holder of Royale Common Stock or Royale Preferred Stock. “Royale Stockholders Meeting” has the meaning set forth in Section 6.02(b). “SEC” has the meaning set forth in Section 6.02(a). “SEC Reports” has the meaning set forth in Section 5.06. “Securities Act” means the Securities Act of 1933, as amended. “Section 351 Plan” means the Section 351 Plan of Merger and Exchange in the form attached hereto as Exhibit D. “Series B Preferred Stock” has the meaning set forth in the recitals. “Shares” means Royale Shares or Matrix Shares or shares of capital stock of any Constituent Corporation as the context may require. “Stockholder” means a Matrix Stockholder, a Royale Stockholder or a Parent Stockholder, as the context shall require. “Subsidiary” means, when used with respect to any party, any corporation or other organization, whether incorporated or unincorporated, a majority of the securities or other interests of which having by their terms ordinary voting power to elect a majority of the board of directors or others performing similar functions with respect to such corporation or other organization is directly or indirectly owned or controlled by such party or by any one or more of its subsidiaries, or by such party and one or more of its subsidiaries. “Taxes” means all federal, state, local, foreign and other income, gross receipts, sales, use, production, ad valorem, transfer, franchise, registration, profits, license, lease, service, service use, withholding, payroll, employment, unemployment, estimated, excise, severance, environmental, stamp, occupation, premium, property (real or personal), real property gains, windfall profits, customs, duties or other taxes, fees, assessments or charges of any kind whatsoever, together with any interest, additions or penalties with respect thereto and any interest in respect of such additions or penalties. “Tax Return” means any return, declaration, report, claim for refund, information return or statement or other document relating to Taxes, including any schedule or attachment thereto, and including any amendment thereof. 14 “Union” has the meaning set forth in Section 5.17(b). ARTICLE II
View Source

Examples of Royale Shares in a sentence

  • Each issued and outstanding share of Royale Common Stock immediately prior to the Royale Merger Effective Time, other than Excluded Royale Shares and Dissenting Shares, shall be converted into one share of Parent Common Stock at the Royale Merger Effective Time (the number of Parent shares into which one share of Royale common stock converts is the “Royale Conversion Ratio” and represents the “Royale Merger Consideration”).

  • Subject to the foregoing, United Royale shall ensure that the materials to be provided to the Trustee are provided in sufficient time to permit the Trustee to comment as aforesaid and to send all materials to each Beneficiary at the same time as such materials are first sent to holders of United Royale Shares.

  • The Royale Shares issuable pursuant to this Plan of Reorganization will be "restricted securities" within the meaning of Rule 144 under the Securities Act of 1933, as amended (the "Act"), and will contain a legend restricting transfer thereof without registration under the Act and applicable state securities laws or an exemption therefrom.

  • All such United Royale Shares shall be duly authorized and validly issued as fully paid and non-assessable.

  • For certainty, nothing contained in this agreement, including the obligations of United Royale contained in Section 2.8, shall limit the ability of United Royale (or any of its subsidiaries including, without limitation, Callco or Canco) to make ordinary market purchases of United Royale Shares in accordance with applicable laws and regulatory or stock exchange requirements.

  • United Royale agrees not to communicate with holders of United Royale Shares with respect to such written materials otherwise than by mail unless such method of communication is also reasonably available to the Trustee for communication with the Beneficiaries.

  • The Royale Shares, when issued in exchange for the Assets, will be fully paid, validly issued and non-assessable.

  • The Trustee, as the holder of record of the United Royale Special Voting Share, shall be entitled to exercise all of the Voting Rights, including the right to consent to or vote in person or by proxy, attaching to the United Royale Special Voting Share on any matters, questions, proposals or propositions whatsoever that may properly come before the holders of United Royale Shares at a United Royale Meeting or in connection with a United Royale Consent.

  • In consideration of the issuance and delivery of each such United Royale Share, Canco or Callco, as the case may be, shall ascribe a cash amount or pay a purchase price equal to the fair market value of such United Royale Shares.

  • United Royale agrees not to communicate with holders of United Royale Shares with respect to the materials referred to in this Section 4.3 otherwise than by mail unless such method of communication is also reasonably available to the Trustee for communication with the Beneficiaries.