TITLE TO SHARES definition

TITLE TO SHARES. At the time of the closing of any put or call, Investco and the Onex Associates shall represent and warrant to FUR that they have good and marketable title to the Shares being transferred, free and clear of any lien, charge, pledge, encumbrance, security interest, call, option or adverse claim, except pursuant to the provisions of the Put-Call Agreement and the Depositary Agreement. ADDITIONAL FUR shall be required every six months to ELIGIBLE purchase additional Eligible Securities having an SECURITIES: aggregate cost, excluding commissions, fees and expenses of acquisition, at least equal to the aggregate amount of increase over such six months in the aggregate put price of the Shares held by Investco and the Onex Associates. In the event of the exercise of a partial put right, the Eligible Securities may be reduced so that those remaining have an aggregate cost, as calculated above, at least equal to the aggregate put price of the remaining Shares held by Investco and the Onex Associates. FUR shall also be required every six months to purchase additional Eligible Securities as necessary to offset any diminution in the Canadian dollar equivalent value of the Eligible Securities then held by the Trustee below the then prevailing put and call price to the extent caused by the effect on U.S. dollar denominated Eligible Securities of any reduction in the value of the U.S. dollar against the Canadian dollar. These additional Eligible Securities shall be delivered to and deposited with the Trustee to be held as security for the obligations of FUR under the Put-Call Agreement and under the Security Trust Indenture. FUR may hedge the foreign exchange risk in some other manner with the prior written consent of Investco, not to be unreasonably withheld. TRANSFER OF Prior to the expiry of FUR's call rights SHARES: hereunder, Investco may transfer Shares only to its affiliates, to employees, officers and directors of Onex Corporation, to corporations pursuant to which such individuals participate in Onex's management investment plan, to FUR and to FUMI and the Onex Associates may transfer Shares only to, in the case of an Onex Associate that is a corporation, an affiliate or shareholder of such corporation or to any corporation that is an affiliate of Onex Corporation or, in the case of any other Onex Associate, to a corporation controlled, directly or indirectly, by such Onex Associate or Associates of such Onex Associate or to any corporation that is an affiliate ...
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Examples of TITLE TO SHARES in a sentence

  • CDIS THE COMPANY IS INCORPORATED IN THE FEDERAL TERRITORY OF LABUAN, MALAYSIA WHICH DOES NOT RECOGNISE THE CHESS SYSTEM OF HOLDING SECURITIES OR ELECTRONIC TRANSFER OF LEGAL TITLE TO SHARES.

  • The IMU, being the first of its kind in the country will cater to the educational requirement of the maritime fraternity.

  • The representations and warranties set forth in Articles II, III and IV, other than Section 3.03 (CAPITALIZATION), Section 3.14 (TAXES), and Section 4.03 (TITLE TO SHARES) which shall survive until ninety (90) days following the expiration of the applicable statute of limitations, will survive until the first anniversary of the Closing Date.

Related to TITLE TO SHARES

  • Seller Shares means all shares of Common Stock of the Company owned as of the date hereof or hereafter acquired by a Common Holder, as adjusted for any stock splits, stock dividends, combinations, subdivisions, recapitalizations and the like.

  • Exchanged Shares has the meaning ascribed thereto in Section 2.1.

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

  • Transferred Shares means all or any portion of a Member’s Shares that the Member seeks to Transfer.

  • Subject Shares means that number of Shares set forth on the Securityholder’s signature page attached to this Agreement, being all of the Shares owned legally or beneficially, either directly or indirectly, by the Securityholder or over which the Securityholder exercises control or direction, either directly or indirectly, and shall further include any Shares issued upon the conversion, exercise or vesting, as applicable, of Convertible Securities or otherwise acquired by the Securityholder after the date hereof.

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

  • Fundamental Warranties means the representations and warranties of Group Companies set forth in Sections 4.1 (Organization, Standing and Qualification), 4.2 (Capitalization and Other Particulars of the Group Companies), 4.3 (Due Authorization), 4.4 (Valid Issuance of Purchased Shares), 4.5 (No Conflicts), 4.6 (Compliance with Law; Licenses), 4.8 (Financial Statements) and 4.19 (Taxes).

  • Owned Shares means all Shares which are beneficially owned by Shareholder or any of its controlled Affiliates as of the date hereof.

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

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

  • Seller’s Share of any amount means the greater of: (a) $0 and (b) such amount minus the product of (i) such amount multiplied by (ii) the Purchased Interest.

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

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

  • Purchased Intellectual Property has the meaning set forth in Section 1.2(g).

  • Previously Acquired Shares means shares of Common Stock that are already owned by the Participant or, with respect to any Incentive Award, that are to be issued upon the grant, exercise or vesting of such Incentive Award.

  • Purchaser Warranties shall have the meaning ascribed to the term in Clause 8.1;

  • Seller’s Warranties means Seller’s representations and warranties set forth in Section 9.2 and the Closing Documents executed by Seller, as such representations and warranties may be deemed modified or waived by Buyer pursuant to the terms of this Agreement.

  • ASA Shares has the meaning set forth in 2.4(a).

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

  • Founders’ Shares means 1,000 shares with a par value of $1 per share, 500 of which were issued to MACRO Securities Depositor, LLC and 500 of which were issued to Claymore Securities, Inc., in exchange for the Initial Deposit.

  • Net Shares has the meaning provided in Section 2.12 hereof.

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

  • Covered Shares means, with respect to the Shareholder, (i) the Existing Shares, together with (ii) any shares of Common Stock or other voting capital stock of the Company and any securities convertible into or exercisable or exchangeable for shares of Common Stock or other voting capital stock of the Company, in each case under this clause (ii) that such Shareholder acquires Beneficial Ownership of on or after the date hereof.

  • Retained Shares has the meaning set forth in the recitals.

  • Permitted Title Exceptions means those exceptions to title to the Real Property that are satisfactory to the Acquiror as determined pursuant to Section 2.2.

  • Transferred Assets means the assets, rights and properties of the Sellers that the Purchasers shall acquire as of the Closing.