Surviving Shares definition

Surviving Shares means any Quotient Shares in issue immediately prior to Closing which are registered in the name of FinanceCo. Tax: means all forms of taxation (other than deferred tax) and statutory, governmental, state, provincial, local government or municipal impositions, duties, contributions and levies, whether levelled by reference to income, profits, gains, net wealth, asset values, turnover, added value or otherwise.
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Surviving Shares has the meaning set forth in Section 2.1(d).
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Examples of Surviving Shares in a sentence

  • At the Effective Time, the stock transfer books of the Company will be closed, and there will be no further registration of transfers on the stock transfer books of the Surviving Corporation of the Common Shares (other than the Surviving Shares) that were outstanding immediately prior to the Effective Time.

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

  • Each holder of Sub One Surviving Shares and Sub Three Surviving Shares who delivers such shares to the holder of the Merger Sub One Shares and Merger Sub Three Shares will be entitled to receive the applicable Merger Consideration payable in respect of the Sub One Surviving Shares and Sub Three Surviving Shares.

  • Until so surrendered and exchanged, each outstanding certificate which, prior to the Effective Date, represented issued and outstanding America Shares or World House Shares shall be deemed for all corporate purposes of the Surviving Corporation, other than the payment of dividends and other distributions, if any, to evidence ownership of the number of Surviving Shares into which the America Shares or World House Shares theretofore represented thereby shall have been converted on the Effective Date.

  • Subject to the provisions of Section 2.10 with respect to Dissenting Shares, at and after the Effective Time, the sole outstanding shares of the Surviving Corporation shall be the Surviving Shares.

  • All such dividends and distributions claimed at the termination of the appointment of the Exchange Agent shall be released or repaid by the Exchange Agent to the Surviving Corporation to be held by it in trust for the holders of the Surviving Shares entitled thereto, and thereafter the holders of the Surviving Shares not receiving payment of such dividends and distributions shall look only to the Surviving Corporation for payment thereof, subject to possible forfeiture under applicable escheat laws.

  • All such Surviving Shares will be registered on the stock transfer books of the Surviving Corporation.

  • Subject to the terms and conditions hereof, the Surviving Corporation shall issue and deliver to the Exchange Agent on the closing date 6,666.66 Surviving Shares for each America Share issued and outstanding on the Effective Date, excluding America Shares, if any, held in the treasury of America, and one Surviving Share for each World House Share issued and outstanding on the Effective Date.

  • Commencing immediately after the Effective Date, each certificate which, prior to the Effective Date, represented such issued and outstanding World House Shares shall evidence ownership of Surviving Shares on the basis set forth above, but subject to the limitations set forth in Section 2.5 hereof.

  • All shares of Company Common Stock that are owned by the Company as treasury stock or by any wholly-owned subsidiary of the Company and any shares of Company Common Stock owned by the Parent, the Purchaser or any other wholly-owned subsidiary of the Parent immediately prior to the Effective Time, which shall not include the Surviving Shares, shall be cancelled at the Effective Time and shall cease to exist and no stock of the Parent or other consideration shall be delivered in exchange therefor.

Related to Surviving Shares

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

  • Surviving Corporation Common Stock has the meaning set forth in Section 1.7(a).

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

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

  • Surviving Corporation has the meaning set forth in Section 2.1.

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

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

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

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

  • Escrowed Shares has the meaning set forth in Section 2.4.

  • Surviving Company has the meaning set forth in Section 2.1.

  • Per Share Merger Consideration has the meaning set forth in Section 3.1(a).

  • Merger Sub Common Stock means the common stock, par value $0.01 per share, of Merger Sub.

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

  • VMTP Shares means Variable Rate MuniFund Term Preferred Shares, $0.00001 par value per share, liquidation preference $100,000 per share plus an amount equal to accumulated but unpaid dividends thereon (whether or not earned or declared), of the Trust. The preferences, voting powers, restrictions, limitations as to dividends, qualifications, and terms and conditions of redemption of each series of VMTP Shares are set forth in the VMTP Shares Statement.

  • Company Share Plans mean (a) the Company’s Stock Related Award Incentive Plan of 1999, as amended; (b) the Company’s 2010 Stock Incentive Plan, as amended; and (c) the Company’s 2015 Stock Incentive Plan, as amended;

  • Consideration Shares shall have the meaning set forth in Section 2.7(c).

  • 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.

  • Initial Merger Consideration has the meaning set forth in Section 2.2(a).

  • Surviving Entity has the meaning set forth in Section 2.1.

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

  • Coop Shares Shares issued by a Cooperative Corporation.

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

  • 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.

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

  • Company Warrants means warrants to purchase shares of Company Common Stock.