Tagging Shares definition

Tagging Shares has the meaning set forth in Section 3.3(c)(ii).
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Tagging Shares has the meaning given to it in Section 5.8;
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Tagging Shares means the number of shares of the Combined Entity which each applicable Tagging Shareholder is entitled to transfer to CDPE pursuant to the applicable provisions of the Nets Shareholders Agreement and the Management Sell-Down Letter. The procedure related to the exercise of the Call Option will apply, mutatis mutandis, also in case, following completion of the First Transfer without CDPE having exercised the Call Option (or having exercised it for a number of Optioned Shares lower than the Basket Shares), any of the Selling Shareholders further elects to make a second transfer (such further transfer, hereinafter, referred to as the “Second Transfer”) of all or part of its shares of the Combined Entity, representing at least 1% of the Combined Entity’s share capital, provided however that:
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Examples of Tagging Shares in a sentence

  • Notwithstanding anything to the contrary herein, there shall be no liability on the part of Grab to Singtel if the Transfer of any Tagging Shares pursuant to this Section 8.4 is not consummated by the prospective Transferee for any reason (other than the breach of this Section 8.4 by Grab).

  • Where Singtel has properly elected to participate in the Tag Trigger Transfer and the prospective Transferee fails to purchase the Tagging Shares from Singtel, Grab shall not make the proposed Tag Trigger Transfer until Grab otherwise arranges for the acquisition by any Person of the Tagging Shares from Singtel on the same basis.

  • The delivery by the Declining Offeree of a Tag-Along Demand shall be irrevocable and shall bind Declining Offeree to sell all but not less than all of the Holdings shares (the "Tagging Shares") owned by the Declining Offeree, in accordance with the provisions of this section 4.

  • The defaulting Tagging Shareholder shall surrender his share certificate (or provide an appropriate indemnity) for his Tagging Shares to the Company.

  • The transfer and receipt by the Company of any consideration due shall be a good discharge to the relevant purchaser to the purchase for the Tagging Shares.

  • The closing date and other closing arrangements for the purchase and sale of the Tagging Shares shall be specified in the Tag-Along Demand and shall be the same, mutatis mutandis, as those specified between the Third Party and Veridien.

  • The Directors shall then authorise registration of the transfer of the Tagging Shares, subject only to appropriate stamp duty (if any is required) having been paid.


More Definitions of Tagging Shares

Tagging Shares in respect of a Remaining Shareholder: (a) on a proposed sale of Cirrata's Shares which would result in a Loss of Control but not a Change of Control, such number of Shares which represents the same proportion of Shares as Cirrata proposes to sell to the Proposed Buyer; and (b) on a proposed sale of Cirrata's Shares which would result in a Change of Control, all of the Shares held by the Remaining Shareholder; "Tax" or "Taxation" all forms of taxation (other than deferred tax) and statutory, governmental, state, provincial, local governmental or municipal impositions, duties, contributions and levies, in each case in the nature of tax, whether levied by reference to income, profits, gains, net wealth, asset values, turnover, added value or otherwise and shall further include payments to a Tax Authority on account of Taxation, whenever and wherever imposed and whether chargeable directly or primarily against or attributable directly or primarily to a Group Company or any other person and all penalties and interest relating thereto; "Tax Authority" any taxing or other authority competent to impose any liability in respect of Taxation or responsible for the administration and/or collection of Taxation or enforcement of any law in relation to Taxation;
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Tagging Shares has the meaning given to it in clause 23.2(e); "Tagging Transfer" has the meaning given to it in clause 23.3(b);
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Tagging Shares in respect of a Remaining Shareholder: (a) on a proposed sale of Cirrata's Shares which would result in a Loss of Control but not a Change of Control, such number of Shares which represents the same proportion of Shares as Cirrata proposes to sell to the Proposed Buyer; and (b) on a proposed sale of Cirrata's Shares which would result in a Change of Control, all of the Shares held by the Remaining Shareholder; "Tax" or "Taxation" all forms of taxation (other than deferred tax) and statutory, governmental, state, provincial, local governmental or municipal impositions, duties, contributions and levies, in each case in the nature of tax, whether levied by reference to income, profits, gains, net wealth, asset values, turnover, added value or otherwise and shall further include payments to a Tax Authority on account of Taxation, whenever and wherever imposed and whether chargeable directly or primarily against or attributable directly or primarily to a Group Company or any other person and all penalties and interest relating thereto; "Tax Authority" any taxing or other authority competent to impose any liability in respect of Taxation or responsible for the administration and/or collection of Taxation or enforcement of any law in relation to Taxation; "Tax Benefit" as defined in clause 13.2.16(d); “Trading Period” as defined in clause 13.2.9(b)(i); “Transaction Documents” the Share Purchase Agreement, the Tax Deed (as defined in the Share Purchase Agreement), the Disclosure Letter (as defined in the Share Purchase Agreement) and all documents entered into pursuant to the Share Purchase Agreement; "Transfer" in relation to any share or any directly or indirectly held legal or beneficial interest in any share, to: (a) sell, assign, transfer or otherwise dispose of such share or interest; (b) create or permit to subsist any Encumbrance over such share or interest; (c) direct (by way of renunciation or otherwise) that another person should, or assign any right to, receive such share or interest; (d) enter into any agreement in respect of the votes or any other rights attached to such share other than by way of proxy for a
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Related to Tagging Shares

  • Offering Shares means the shares of Common Stock included in the Units issued pursuant to this Agreement and Investor Warrant Shares.

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

  • Available Shares means the sum of (i) one hundred fifty thousand (150,000) shares of Common Stock, and (ii) an annual increase on April 1st of each calendar year, beginning in 2022 and ending in 2031 (each a “Date of Determination”), in each case subject to the approval and determination of the Administrator on or prior to the applicable Date of Determination, equal to the lesser of (A) four percent (4%) of the total shares of Common Stock of the Company outstanding on the last day of the immediately preceding fiscal year and (B) such smaller number of shares as determined by the Administrator (the “Share Limit”). Notwithstanding the foregoing, shares added to the Available Shares by the Share Limit are available for issuance as Incentive Stock Options only to the extent that making such shares available for issuance as Incentive Stock Options would not cause any Incentive Stock Option to cease to qualify as such. In the event that the Administrator shall not take action to affirmatively approve an increase in the Share Limit on or prior to the applicable Date of Determination, the Share Limit and Available Shares, shall remain at such level as they were prior to such applicable Date of Determination. For clarity, the Available Shares is a limitation on the number of shares of Common Stock that may be issued pursuant to the Plan.

  • Tag-Along Shares has the meaning ascribed to such term in Section 4.4(a).

  • Company Securities has the meaning set forth in Section 3.02(b)(ii).

  • Offered Shares has the meaning set forth in Section 3.02(a).

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

  • Rights Offering Shares means the shares of New Common Stock (including all Unsubscribed Shares purchased by the Commitment Parties pursuant to this Agreement) distributed pursuant to and in accordance with the Rights Offering Procedures.

  • Transferring Stockholder has the meaning assigned to such term in Section 3.4(a).

  • Tag or “RFID tag” means the unique identification number or Radio Frequency Identification (RFID) issued to a licensee by the agency for tracking, identifying and verifying marihuana plants, marihuana products, and packages of marihuana product in the statewide monitoring system.

  • Parity Shares means the APS and each other outstanding series of Preferred Shares the holders of which, together with the holders of the APS, shall be entitled to the receipt of dividends or of amounts distributable upon liquidation, dissolution or winding up, as the case may be, in proportion to the full respective preferential amounts to which they are entitled, without preference or priority one over the other.

  • Redemption Shares has the meaning set forth in Section 6.2(a). “Reviewed Year” has the meaning ascribed to said phrase under Section 6225(d)(1) of the Code.

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

  • Transferring Shareholder has the meaning set out in Section 6.1; and

  • Available Securities means the securities of the Funds that are available for Loans pursuant to Section 3.

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

  • Offer Shares means the Hong Kong Offer Shares and the International Offer Shares being offered at the Offer Price under the Global Offering together with any additional Shares to be issued pursuant to the exercise of the Over-Allotment Option;

  • 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.

  • 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;

  • Subject Securities means: (i) all securities of the Company (including all shares of Company Common Stock and all options, warrants and other rights to acquire shares of Company Common Stock) Owned by Stockholder as of the date of this Agreement; and (ii) all additional securities of the Company (including all additional shares of Company Common Stock and all additional options, warrants and other rights to acquire shares of Company Common Stock) of which Stockholder acquires Ownership during the period from the date of this Agreement through the Expiration Date.

  • Management Shares means a management share in the capital of the ICAV which shall have the right to receive an amount not to exceed the consideration period for such Management Share.

  • Transfer Stock means shares of Capital Stock owned by a Key Holder, or issued to a Key Holder after the date hereof (including, without limitation, in connection with any stock split, stock dividend, recapitalization, reorganization, or the like), but does not include any shares of Preferred Stock or of Common Stock that are issued or issuable upon conversion of Preferred Stock.

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

  • Transfer Shares has the meaning ascribed to such term in Section 6.2(a)

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

  • Qualifying Shares means shares of Common Stock which either (i) have been owned by the Grantee for more than six (6) months and have been “paid for” within the meaning of Rule 144 promulgated under the Securities Act, or (ii) were obtained by the Grantee in the public market.