Shares Held of Record definition

Shares Held of Record next to its name on Schedule A hereto (specifying the number held as common shares and in the form of ADSs), free and clear of any encumbrances or restrictions, and (B) the other Securities set forth under the heading “Other Securities” next to its name on Schedule A hereto, in each case free and clear of any encumbrances or restrictions; (ii) the New Sponsor has the sole right to control the voting and disposition of such Target Ordinary Shares (if any) and any other Securities (if any) held by it; and (iii) none of the New Sponsor and its Affiliates owns, directly or indirectly, any Target Ordinary Shares or other Securities, other than as set forth on Schedule A hereto.] [if applicable]
Sample 1Sample 2
Shares Held of Record on Schedule 1 to this Agreement; (b) Stockholder holds (free and clear of any encumbrances or restrictions except as provided hereunder or pursuant to any applicable restrictions on transfer under the Securities Act of 1933, as amended) the options, warrants and other rights to acquire shares of API Common Stock set forth under the heading “Options and Other Rights” on Schedule 1 to this Agreement; (c) Stockholder Owns the additional securities of API set forth under the heading “Additional Securities Beneficially Owned” on Schedule 1 to this Agreement; and (d) Stockholder does not directly or indirectly Own any shares of capital stock or other securities of API, or any option, warrant or other right to acquire (by purchase, conversion or otherwise) any shares of capital stock or other securities of API, other than the shares and options, warrants and other rights set forth on Schedule 1 to this Agreement.
Sample 1Sample 2
Shares Held of Record. ADSs Held of Record Options and Other Rights Additional Securities Beneficially Owned Signature Page to Agreement to Tender and Voting Agreement EXHIBIT A FORM OF IRREVOCABLE PROXY IRREVOCABLE PROXY The undersigned shareholder (“Shareholder”) of GMARKET INC., a corporation organized under the laws of the Republic of Korea (the “Company”), hereby irrevocably (to the fullest extent permitted by law) appoints and constitutes XXXX X. XXXXXXX, XXXXXX X. XXXX, XXXXXX X. XXXXXXXXXX, XXXXXXX X. XXXXXXXX and EBAY KTA (UK) LTD., a company organized under the laws of the United Kingdom (“Acquisition Sub”), and each of them, the attorneys and proxies of Shareholder, with full power of substitution and resubstitution, to the full extent of Shareholder’s rights with respect to: (i) the outstanding shares of capital stock of the Company owned of record by Shareholder as of the date of this proxy, which shares are specified on the final page of this proxy; (ii) the outstanding American Depositary Shares of the Company owned of record by Shareholder as of the date of this proxy, which shares are specified on the final page of this proxy; and (iii) any and all other shares of capital stock and/or American Depositary Shares of the Company that Shareholder may acquire on or after the date hereof. (The shares of the capital stock and American Depositary Shares of the Company referred to in clauses “(i)” through “(iii)” of the immediately preceding sentence are collectively referred to as the “Shares.”) Upon the execution hereof, all prior proxies given by Shareholder with respect to any of the Shares are hereby revoked, and Shareholder agrees that no subsequent proxies will be given with respect to any of the Shares relating to any of the matters referred to in this proxy. This proxy is irrevocable, is coupled with an interest and is granted in connection with, and as security for, the Agreement to Tender and Voting Agreement, dated as of the date hereof, among eBay Inc., a Delaware corporation (“Parent”), Acquisition Sub and Shareholder (the “Agreement to Tender”), and is granted in consideration of Parent and Acquisition Sub entering into the Share Allocation and Tender Offer Agreement, dated as of the date hereof, among Parent, Acquisition Sub and the Company (the “Master Agreement”). Capitalized terms used but not otherwise defined in this proxy shall have the meanings assigned to such terms in the Agreement to Tender, or, if not defined therein, in the Master Agreement. T...
Sample 1

Examples of Shares Held of Record in a sentence

  • The Stockholder has the sole right to vote, and the sole power of disposition, with respect to the Subject Shares set forth under the heading "Subject Shares Held of Record." None of the Subject Shares is subject to any voting trust, proxy or other agreement, arrangement or restriction with respect to the voting or disposition of such Subject Shares, except as contemplated by this Agreement.

  • Xxxxx Address: Facsimile: Shares Held of Record Options, RSUs and Other Rights Additional Securities Beneficially Owned2 800 Class A Shares 0 0 2 Does not include any securities held by any other Persons who have also entered into a Support Agreement with Parent.

  • Xxxxx Address: Facsimile: Shares Held of Record Options, RSUs and Other Rights Additional Securities Beneficially Owned1 86,711 Class A Shares 173,421 Dividend Paying RSUs 0 37,785,615 Class B Shares 1 Does not include any securities held by any other Persons who have also entered into a Support Agreement with Parent.

  • Dated:______________________, 1999__ ------------------------------------ Signature of Shareholder ------------------------------------ Signature of Shareholder Number of Shares Held of Record on November 16, 1998 ------------------------------- THIS PROXY MUST BE DATED, SIGNED BY THE SHAREHOLDER AND RETURNED PROMPTLY TO THE COMPANY IN THE ENCLOSED ENVELOPE.

  • Xxxxx, as Trustee Address: Facsimile: Shares Held of Record Options, RSUs and Other Rights Additional Securities Beneficially Owned5 10,000,000 Class B Shares 0 0 5 Does not include any securities held by any other Persons who have also entered into a Support Agreement with Parent.

  • Xxxxx, as Trustee Address: Facsimile: Shares Held of Record Options, RSUs and Other Rights Additional Securities Beneficially Owned3 200,000 Class A Shares 0 0 10,806,318 Class B Shares 3 Does not include any securities held by any other Persons who have also entered into a Support Agreement with Parent.

  • Dated: ___________________________________ , 1998 Signature of Shareholder____________________________ Signature of Shareholder____________________________ Number of Shares Held of Record on April 28, 1998: THIS PROXY MUST BE DATED, SIGNED BY THE SHAREHOLDER AND RETURNED PROMPTLY TO THE BANK IN THE ENCLOSED ENVELOPE.

  • Xxxxx, as Trustee Address: Facsimile: Shares Held of Record Options, RSUs and Other Rights Additional Securities Beneficially Owned4 4,501,464 Class B Shares 0 0 4 Does not include any securities held by any other Persons who have also entered into a Support Agreement with Parent.

  • Dated: , 199___ Signature Signature Number of Shares Held of Record on December 11, 1998: ---------------- THIS PROXY MUST BE DATED, SIGNED BY THE SHAREHOLDER(S) AND RETURNED PROMPTLY TO THE BANK IN THE ENCLOSED ENVELOPE.

  • Xxxxxxx, as Trustee Address: Facsimile: Shares Held of Record Options, RSUs and Other Rights Additional Securities Beneficially Owned4 4,501,464 Class B Shares 0 0 4 Does not include any securities held by any other Persons who have also entered into a Support Agreement with Parent.

Related to Shares Held of Record

  • Lot of record means any lot, the description of which is properly recorded with the Register of Deeds, which at the time of its recordation complied with all applicable laws, ordinances, and regulations.

  • Optioned Shares means the shares of Common Stock that are issued pursuant to the exercise of the Options;

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

  • 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.

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

  • Shareholder of Record means the record owner of shares issued by an Investment Company or, in the case of joint ownership of such shares, all record owners, as designated (1) in the initial account application, or (2) in writing accompanied by a signature guarantee, or (3) pursuant to procedures as set forth in the Application.

  • Original Shares means, when used in reference to any one or more Stockholders, the Shares held by such Stockholder on November 30, 2010, or any shares or other securities into which or for which such Shares may have been converted or exchanged in connection with any exchange, reclassification, dividend, distribution, stock split, combination, subdivision, merger, spin-off, recapitalization, reorganization or similar transaction.

  • Registered Shares has the meaning set forth in Section 3.01(b).

  • Additional Shares shall have the meaning specified in Section 14.03(a).

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

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

  • 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.

  • 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.

  • Purchase Option Price means the amount payable by a Lessee upon the exercise of its option to purchase a related 2018-1 Vehicle which amount equals (a) with respect to a Matured Vehicle, the Contract Residual Value plus any fees, taxes and other charges imposed in connection with such purchase and (b) with respect to a related 2018-1 Vehicle for which the related 2018-1 Lease has been terminated early by the Lessee, the sum of (i) any unpaid Monthly Payments due, (ii) any fees, taxes and other charges imposed in connection with the related 2018-1 Lease, (iii) an early termination fee and (iv) the Actuarial Payoff.

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

  • Additional Shares of Common Stock means all shares of Common Stock issued (or, pursuant to Subsection 4.4.3 below, deemed to be issued) by the Corporation after the Series B Original Issue Date, other than (1) the following shares of Common Stock and (2) shares of Common Stock deemed issued pursuant to the following Options and Convertible Securities (clauses (1) and (2), collectively, “Exempted Securities”):

  • Fully Diluted Share Number means the aggregate sum of: (i) the number of shares of Company Common Stock issued and outstanding immediately prior to the Effective Time; (ii) the number of shares of Company Common Stock issuable upon the voluntary conversion of all of the shares of Company Preferred Stock issued and outstanding immediately prior to the Effective Time into Company Common Stock and (iii) the number of shares of Company Common Stock issuable upon exercise of all Stock Options.

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

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

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

  • Version of Record is defined as the final version of the Contribution as originally published, and as may be subsequently amended following publication in a contractually compliant manner, by or on behalf of the Publisher.

  • Number of Option Shares means shares of Stock, as adjusted from time to time pursuant to Section 9.

  • Option Share has the meaning ascribed to it in section "4.7" hereinbelow;

  • 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.

  • 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.

  • Total Shares means (without double-counting), as of a particular date of determination, the algebraic sum of: (A) the Initial Shares, plus (B) the Additional Shares, minus (C) all Buyback Shares repurchased or redeemed between the Effective Date and such date of determination.