SPA Sale Shares definition

SPA Sale Shares means the 120,000 issued and fully paid-up ordinary shares of US$0.01 each in the capital of the Issuer which are beneficially owned by, and to be sold to the Purchaser by, the Vendor
Sample 1
SPA Sale Shares means the 300,000 issued and fully paid-up ordinary shares of US$0.01 each in the capital of the Issuer which are beneficially owned by, and to be sold to the Purchaser by, the Vendor “Subsidiary” any subsidiary of the Issuer (as defined in the Companies Ordinance, Cap 32 of the Laws of Hong Kong)
Sample 1
SPA Sale Shares means the 66,977 Shares owned by the Vendors, representing forty percent (40%) of all of the Shares of the Company;
Sample 1Sample 2

Examples of SPA Sale Shares in a sentence

  • The Purchaser has such knowledge, sophistication and experience in business and financial matters that it is capable of evaluating the merits and risks of an investment in the SPA Sale Shares; it has evaluated such merits and risks and has determined that it is able to bear the economic risk of an investment in the SPA Sale Shares for an indefinite period of time, in view of the restrictions on transfer set out in Clause 9.5.

  • The Purchaser understands that the SPA Sale Shares acquired by it will be in the form of definitive physical certified shares and that the share certificates will bear a legend reflecting the substance of such restrictions on transfer.

  • The newly issued share certificates representing the SPA Sale Shares shall be delivered by the Share Transfer Agent and received by the Vendor one (1) Business Day before the Completion Date.

  • Upon application at the end of the distribution compliance period and provided that certain conditions for the removal of the legend are met, the transfer agent shall issue new share certificates representing the SPA Sale Shares that do not bear the foregoing legend.

  • Any offer, sale or other transfer of any SPA Sale Shares made by the Purchaser during the distribution compliance period shall be made only to persons who are not U.S. persons in offshore transactions meeting the requirements of Rule 904 of Regulation S.

  • The Purchaser acknowledges that in conducting the sale and purchaser of the SPA Sale Shares the Vendor and the Issuer will rely upon the Purchaser’s acknowledgments, representations, warranties, confirmations and agreements set forth herein, and the Purchaser agrees to promptly notify the Vendor and the Issuer in writing if any of the representations or warranties herein ceases to be true, accurate and complete.

  • The Purchaser understands that the SPA Sale Shares are being sold in a transaction not involving any public offering in the United States in reliance upon an exemption from the registration requirements of the Securities Act provided by Regulation S, and that the SPA Sale Shares are being sold in a transaction that has not been and will not be registered under the Securities Act.

  • Neither the Vendor, its affiliates nor any persons acting on its or their behalf has engaged or will engage in any directed selling efforts with respect to the SPA Sale Shares and it and they have complied and will comply with the offering restrictions requirement of Regulation S.

  • Each of the Shareholder Sellers undertakes that it will comply with, and will make all reportings and declarations in a timely manner in relation to its PRC Tax liability, and will indemnify the Company and each group company of Lattice Power from any and all PRC taxation incurred or suffered as a direct or indirect result of the sale of the SPA Sale Shares; and(3) Indemnity.

  • The Purchaser confirms that it has conducted its due diligence, has had an opportunity to ask questions of, and receive answers from, the Vendor and/ or the Company’s officers and directors concerning the Vendor and/or the Company, their affairs and the terms and conditions of the sale and purchase of the SPA Sale Shares.

Related to SPA Sale Shares

  • Sale Shares means [Insert total number of shares of the Company] Shares, representing 100 percent of the total issued, subscribed and fully paid-up equity share capital of the Company held by the Shares Seller and Nominees as more particularly described in Annexure A attached hereto;

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

  • Closing Shares shall have the meaning ascribed to such term in Section 2.1(a)(i).

  • Per Share Purchase Price equals $1.00, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the date of this Agreement.

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

  • VWAP Purchase Share Percentage means, with respect to any particular VWAP Purchase Notice pursuant to Section 1(c) hereof, the percentage set forth in the VWAP Purchase Notice which the Buyer will be required to buy as a specified percentage of the aggregate shares traded on the Principal Market during normal trading hours up to the VWAP Purchase Share Volume Maximum on the VWAP Purchase Date subject to Section 1(c) hereof but in no event shall this percentage exceed thirty percent (30%) of such VWAP Purchase Date’s share trading volume of the Common Stock on the Principal Market during normal trading hours.

  • Purchaser Shares means the common shares in the capital of the Purchaser.

  • Series B Shares means the shares of Fixed Rate Cumulative Perpetual Preferred Stock, Series B, of the Company.

  • A Shares means shares issued by companies incorporated in the PRC and listed on the SSE or the SZSE, traded in RMB and available for investment by domestic investors through Stock Connect.

  • Share Purchase Price shall have the meaning ascribed to such term in Section 2.1(b).

  • Consideration Shares has the meaning ascribed thereto in Section 2.2.

  • PIPE Shares shall have the meaning given in the Recitals hereto.

  • Purchase Shares has the meaning set forth in Section 2.2(a) hereof.

  • Parent Share Price means the average of the volume weighted averages of the trading prices of Parent Common Shares on NYSE (as reported by Bloomberg L.P. or, if not reported therein, in another authoritative source mutually selected by Parent and the Company in good faith) on each of the 20 consecutive trading days ending on (and including) the trading day that is two trading days prior to the Closing Date.

  • VWAP Purchase Share Estimate means the number of shares of Common Stock that the Company has in its sole discretion irrevocably instructed its Transfer Agent to issue to the Buyer via the Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program in connection with a VWAP Purchase Notice pursuant to Section 1(c) hereof and issued to the Buyer’s or its designee’s balance account with DTC through its Deposit Withdrawal At Custodian (DWAC) system on the VWAP Purchase Date (to be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction).

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

  • Acquisition Shares means each class of shares of beneficial interest of an Acquiring Fund to be issued to the corresponding Target Fund in a reorganization under this Agreement.

  • Remaining Shares has the meaning set forth in Section 4.1.2.

  • Option Closing Purchase Price shall have the meaning ascribed to such term in Section 2.2(b), which aggregate purchase price shall be net of the underwriting discounts and commissions.

  • Initial Share Price for a Share means the Closing Price on the Exchange (or where such Exchange does not announce or publish a Closing Price, the last traded price, or, if necessary, the mid-market price) for that Share on the Initial Valuation Date, subject to adjustments that may be made pursuant to “DESCRIPTION OF THE NOTES – Adjustments and Exceptional Circumstances”.

  • Buyer Shares means the common stock, with a par value of $0.0001 per share, of Buyer.

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

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

  • Per Share Stock Consideration has the meaning set forth in Section 3.01(a)(i).

  • Share Purchase has the meaning set out in Section 2.1.

  • Purchased Stock means a right to purchase Common Stock granted pursuant to Article IV of the Plan.