The Shares are definition

The Shares are restricted securities" as defined in Rule 144 under the Securities Act of 1933, as amended. As a result, there are substantial restrictions on the ability of the Holders to sell the Shares in the absence of registration under the Securities Act of 1933 and applicable state securities laws. In order to enable the Holders to sell all or a portion of the Shares, the Company has agreed to the terms of this Agreement.
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The Shares are being issued in connection with the reorganization (the "Demutualization") of The Mutual Life Insurance Company of New York, a New York mutual life insurance company ("MONY"), into a New York stock life insurance company pursuant to MONY's Plan of Reorganization, as adopted by the Board of Trustees of MONY on August 14, 1998 and as amended on September 9, 1998 (as so amended, the "Plan"), in accordance with the requirements of Section 7312 of the New York Insurance Law ("Section 7312"). Upon consummation of the Demutualization, MONY (renamed MONY Life Insurance Company) will become a direct wholly owned subsidiary of the Company. Pursuant to the Demutualization, the Company plans to issue shares of stock (the "Policyholder Shares"; and the Policyholder Shares and the Shares, collectively, the "Transaction Shares") or, in lieu thereof, cash or Policy Credits (as defined in the Plan) to Eligible Policyholders (as defined in the Plan) in exchange for their respective Policyholders' Membership Interests (as defined in the Plan). It is understood and agreed to by all parties that the Company and MONY are concurrently entering into an agreement (the "International Underwriting Agreement") providing for the sale by the Company of up to a total of 2,012,500 shares of Stock (the "International Shares"), including the overallotment option thereunder, through arrangements with certain underwriters outside the United States (the "International Underwriters"), for whom Goldxxx Xxxhs International, Donaxxxxx, Xxfkxx & Xenrxxxx Xxxernational, Morgxx Xxxnxxx & Xo. International Limited and Saloxxx Xxxxx Xxxney Limited are acting as lead managers. Anything herein or therein to the contrary notwithstanding, the respective closings under this Agreement and the International Agreement are hereby expressly made conditional on one another. The Underwriters hereunder and the International Underwriters are simultaneously entering into an Agreement between U.S. and International Underwriting Syndicates (the "Agreement between Syndicates") which provides, among other things, for the transfer of shares of Stock between the two syndicates. Two forms of prospectus are to be used in connection with the offering and sale of shares of Stock contemplated by the foregoing, one relating to the Shares hereunder and the other relating to the International Shares. The latter form of prospectus will be identical to the former except for certain substitute pages as included in the registration s...
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The Shares are restricted securities", as said term is defined in Rule 144 promulgated under the Securities Act;
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Examples of The Shares are in a sentence

  • The Shares are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company.

  • The Shares are duly authorized and, when issued and paid for in accordance with this Agreement, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company.

  • The Shares are being sold to the several underwriters named in, and pursuant to, an underwriting agreement among the Company and such underwriters (the “Underwriting Agreement”).

  • The Shares are being issued pursuant to the Registration Statement and the issuance of the Shares has been registered by the Company under the Act.

  • The Shares are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company other than restrictions on transfer provided for in the Transaction Documents.

  • The Shares are being issued to the Participant and this Agreement is being made by the Company in reliance upon the following express representations and warranties of the Participant.

  • The Shares are free of all other encumbrances, defenses and liens, and Pledgor will not further encumber the Shares without the prior written consent of Pledgee.

  • The Shares are offered in four classes (each, a "Class"), as described in the Prospectus, as amended or supplemented from time to time.

  • The Shares are not “margin securities” under the regulations of the Board of Governors of the Federal Reserve System and, accordingly, such regulations are not applicable to the Offer.

  • The Shares are validly authorized by the Company's Articles of Incorporation, as amended.

Related to The Shares are

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

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

  • 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.

  • Shares Amount means a number of Shares equal to the product of the number of Partnership Units offered for redemption by a Redeeming Partner times the Conversion Factor; provided, however, that, if the Parent issues to holders of Shares securities, rights, options, warrants or convertible or exchangeable securities entitling such holders to subscribe for or purchase Shares or any other securities or property (collectively, the “rights”), then the Shares Amount shall also include such rights that a holder of that number of Shares would be entitled to receive unless the Partnership issues corresponding rights to holders of Partnership Units.

  • 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.

  • Purchase Shares has the meaning set forth in Section 2.1.

  • REIT Shares Amount means a number of REIT Shares equal to the product of the number of Partnership Units offered for exchange by a Tendering Party, multiplied by the Conversion Factor as adjusted to and including the Specified Redemption Date; provided that in the event the General Partner issues to all holders of REIT Shares rights, options, warrants or convertible or exchangeable securities entitling the stockholders to subscribe for or purchase REIT Shares, or any other securities or property (collectively, the “rights”), and the rights have not expired at the Specified Redemption Date, then the REIT Shares Amount shall also include the rights issuable to a holder of the REIT Shares Amount of REIT Shares on the record date fixed for purposes of determining the holder of REIT Shares entitled to rights.

  • A Shares means a participating share of no par value in the capital of the Fund, denominated in US Dollars;

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

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

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

  • Membership Units means the units into which the ownership interests of the Members in the Company are divided, including such Member’s Economic Interest and the right of such Member to any and all benefits to which such Member may be entitled as provided in this Agreement or under the Act, together with the obligation of such Member to comply with all of the provisions of this Agreement and of the Act.

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

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

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

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

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

  • Record shareholder means the person in whose name shares are registered in the records of a corporation or the beneficial owner of shares to the extent of the rights granted by a nominee certificate on file with a corporation.

  • Stock Consideration has the meaning set forth in Section 2.01(c).

  • Preferred Shareholder means any holder of Preferred Shares.

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

  • Buyer Stock means the common stock, par value $0.0001 per share, of Buyer.

  • Common Stock Consideration has the meaning set forth in Section 1.6(b).

  • Additional Shares of Common means all shares of Common Stock issued (or, pursuant to Section 3(e)(iii), deemed to be issued) by the Corporation after the Original Issue Date, other than shares of Common Stock issued or issuable:

  • Buyer Preferred Stock means the preferred stock, par value $0.001 per share, of Buyer.

  • 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”):