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 conversion (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 Policyholders' Membership Interest (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, a copy of which is attached hereto (the "U.S. Underwriting Agreement"), providing for the offering by the Company of up to a total of 10,925,000 shares of Stock (the "U.S. Shares") including the overallotment option thereunder through arrangements with certain underwriters in the United States (the "U.S. Underwriters"), for whom Goldxxx, Xxchs & Co., Donaxxxxx, Xxfkxx & Xenrxxxx Xxxurities Corporation, Morgxx Xxxnxxx & Xo. Incorporated and Saloxxx Xxxxx Xxxney Inc. are acting as representatives. Anything herein and therein to the contrary notwithstanding, the respective closings under this Agreement and the U.S. Underwriting Agreement are hereby expressly made conditional on one another. The Underwriters hereunder and the U.S. 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 and for consultation by the Lead Managers hereunder with Goldxxx, Xxchx & Xo. prior to exercising the rights of the Underwriters under Section 7 hereof. 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 U.S. Shares. The latt...
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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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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 2.2(a) hereof.

  • 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.

  • Unit Shares has the meaning ascribed thereto in the first paragraph of this Agreement;

  • 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.

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

  • Undesignated Shares As of any date, the Number of Shares minus the number of Shares designated as Settlement Shares for Settlements for which the related Relevant Settlement Date has not occurred.

  • 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 limited liability company interests in the Company held by the Members, expressed as a number of units held by each Member and set forth opposite such Member's name on Schedule I attached hereto, as amended, modified or supplemented from time to time.

  • 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 has the meaning ascribed thereto in Section 2.2.

  • 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).

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

  • 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 $0.001 per share, of Buyer.

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