Shares 2 definition

Shares 2 means the Existing Share 2 and the Future Shares 2.
Sample 1Sample 2Sample 3
Shares 2 means the Cumulative Share No. 5 representing all the shares of the Seller 2 in the Company further specified in Exhibit A hereto.
Sample 1
Shares 2 the entire issued share capital of the Second Target Company held by GXNF. Pursuant to the Framework Agreement, the parties agreed to use reasonable endeavours to complete their respective further due diligence in respect of the transactions contemplated under the Possible Acquisitions on an exclusive basis within one year of the date of the Framework Agreement. Subject to such due diligence, the parties may or may not enter into the Formal Agreement. If the Formal Agreement is entered into within one year of the date of the Framework Agreement, it is expected to contain certain principal terms set out in the Framework Agreement, including (1) the purchase by the Company from the Guangxi Parties of the Sale Shares 1 for a total consideration to be satisfied as to HK$161,750,000 in cash and as to the remaining balance by the allotment and issue of 6,736,580,000 Consideration Shares; and (2) the purchase by the Company from GXNF of the Sale Shares 2, for a total consideration to be satisfied as to HK$38,250,000 in cash and the remaining balance by the allotment and issue of a total of 5,406,990,000 Consideration Shares. As at the date of the Framework Agreement, the First Target Company indirectly owns 74% interest in a manganese mine (the “First Mine”) in Lomoteng No. 669, Northern Cape of South Africa and 100% interest in Lidino Trading 514 (Proprietary) Limited (the “Trading Company”), and the Second Target Company owns the entire interest in two iron mines in the Kohkeo and Phnom Thmar regions in Cambodia (the “Second Mines”). The parties expected that the cash payable to the Guangxi Parties (or their nominees) as part consideration for the settlement of the First Possible Acquisition will be payable by the Company in two instalments, as to HK$80,875,000 payable upon completion of the Possible Acquisitions, and as to the remaining balance of HK$80,875,000 together with interests charged thereon at 5% per annum shall be payable to the Guangxi Parties within one year from the date of completion of the Possible Acquisitions. The parties also expected that the cash payable to GXNF (or its nominee) as part consideration for the settlement of the Second Possible Acquisition will be payable by the Company in two instalments, as to HK$19,125,000 payable upon completion of the Possible Acquisitions, and as to the remaining balance of HK$19,125,000 together with interests charged thereon at 5% per annum shall be payable to GXNF within one year from the date of com...
Sample 1

Examples of Shares 2 in a sentence

  • The Company agrees that in the event of any issuance or distribution of (1) additional Shares, (2) rights to subscribe for Shares, (3) securities convertible into or exchangeable for Shares, or (4) rights to subscribe for such securities, the Company will take all steps reasonably necessary to ensure that no violation by the Company or the Depositary of the Securities Act of 1933 will result from such issuance or distribution.

  • The Company agrees that in the event of any issuance of (1) additional Shares, (2) rights to subscribe for Shares, (3) securities convertible into or exchangeable for Shares, or (4) rights to subscribe for such securities, it will take all steps reasonably necessary to ensure that no violation by the Company or the Depositary of the Securities Act of 1933 will result from such issuance.

  • The Transferee 2 submits to the same rules that apply to the Transferors pursuant to paragraph 4 of the Commitment Letter with regard to the Shares 2 after the acquisition.

  • The Offer Notice shall state (1) the number of Offered Shares; (2) the name, business, and residence address of the proposed transferee; (3) whether or not the transfer is for valuable consideration and, if so, the consideration (the “Offered Price”); (4) the date upon which the proposed transfer to the transferee is to be consummated; and (5) all other material terms and conditions of the proposed transfer.

  • All stamp, transfer, real estate transfer, registration, sales and other similar taxes or duties, levies or charges in connection with the sale and/or transfer of the Shares 1 and/or the Shares 2 shall be paid by the Transferee.

  • Our authorized share capital is as follows:As at December 31 First Preferred Shares 1 billion 1 billion Second Preferred Shares 1 billion 1 billion Common Shares 2 billion 2 billion Only holders of Common Shares may vote at our general meetings, with each holder of Common Shares entitled to one vote per Common Share held at all such meetings so long as not less than 66-2/3% of the issued and outstanding Common Shares are owned by Canadians.

  • The Company agrees that in the event of any issuance or distribution of (1) additional Shares, (2) securities convertible into, or exchangeable for, Shares, or (3) rights to subscribe for any such securities (each a “Distribution”), the Company will take all action necessary to ensure that no violations by the Company or the Depositary of the Securities Act of 1933 or other applicable securities laws will result from such Distribution.

  • This Agreement shall be governed by German law (excluding CISG); provided, however, that the transfer of the Shares 1 and the Shares 2 shall be governed by Dutch law.

  • Our authorized share capital is as follows:As at First Preferred Shares 1 billion 1 billion Second Preferred Shares 1 billion 1 billion Common Shares 2 billion 2 billion Only holders of Common Shares may vote at our general meetings, with each holder of Common Shares entitled to one vote per Common Share held at all such meetings so long as not less than 66-2/3% of the issued and outstanding Common Shares are owned by Canadians.

  • The Offering will commence promptly after the date of this Offering Circular and will close (terminate) upon the earlier of (1) the sale of TEN MILLION Common Stock Shares, (2) One Year from the date this Offering begins, or (3) a date prior to one year from the date this Offering begins that is so determined by the Company’s Management (the “Offering Period”).


More Definitions of Shares 2

Shares 2 has the meaning set out in 2.1(B).
Sample 1

Related to Shares 2

  • H Shares means the overseas-listed foreign invested shares in the share capital of the Company with a nominal value of RMB1.00 each, which are subscribed for and traded in Hong Kong Dollars;

  • Existing Shares means shares of the Company Common Stock Beneficially Owned by Stockholder as of the date hereof.

  • Equity Shares shall have the meaning attributed to such term in the recitals of this Agreement;

  • ASA Shares has the meaning set forth in 2.4(a).

  • 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.

  • Ordinary Shares Equivalents means any securities of the Company or the Subsidiaries which would entitle the holder thereof to acquire at any time Ordinary 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, Ordinary Shares.

  • Capital Shares Equivalents means any securities, rights, or obligations that are convertible into or exchangeable for or give any right to subscribe for any Capital Shares of the Company or any warrants, options or other rights to subscribe for or purchase Capital Shares or any such convertible or exchangeable securities.

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

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

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

  • Fully Diluted Shares means, at any time of determination, the number of shares of common stock of the applicable entity outstanding at such time, plus the number of shares of issuable upon exercise or conversion or otherwise pursuant to any in-the-money common stock equivalents of such entity outstanding at such time.

  • Shares Pledge means the first priority pledge of the shares of and in each Borrower to be executed by the Shareholder in favour of the Security Trustee in such form as the Agent and the Majority Lenders may require in their sole discretion and in the plural means both of them;

  • Per Share Consideration means (i) if the consideration paid to holders of the Common Stock consists exclusively of cash, the amount of such cash per share of Common Stock, and (ii) in all other cases, the volume weighted average price of the Common Stock as reported during the ten (10) trading day period ending on the trading day prior to the effective date of the applicable event. If any reclassification or reorganization also results in a change in shares of Common Stock covered by subsection 4.1.1, then such adjustment shall be made pursuant to subsection 4.1.1 or Sections 4.2, 4.3 and this Section 4.4. The provisions of this Section 4.4 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers. In no event will the Warrant Price be reduced to less than the par value per share issuable upon exercise of the Warrant.

  • Series B-2 Preferred Shares means the Company’s series B-2 preferred shares, par value US$0.00001 per share.

  • Share Certificate means a certificate evidencing ownership of shares of Common Stock.

  • Incentive Shares means Shares awarded pursuant to the provisions of Article 12.

  • B Shares means a participating share of no par value in the capital of the Fund, denominated in Euro(s);

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

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

  • Founder Shares Lock-up Period means, with respect to the Founder Shares, the period ending on the earlier of (A) one year after the completion of the Company’s initial Business Combination and (B) subsequent to the Business Combination, (x) if the closing price of the Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Company’s initial Business Combination or (y) the date on which the Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of Common Stock for cash, securities or other property.

  • Share Consideration has the meaning given to it in Section 2.2;

  • Existing Warrants means any warrants to purchase Common Stock outstanding on the date of this Agreement.

  • Class I Shares means Class I Shares in the Company as set forth in the relevant

  • Series B-1 Preferred Shares means the Company’s series B-1 preferred shares, par value US$0.00001 per share.

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

  • Exchangeable Share Consideration has the meaning provided in the Exchangeable Share Provisions.