Examples of TNCL Shares in a sentence
LMC acknowledges that neither it nor any of its Controlled Affiliate Acquirers shall acquire any right, title or interest in the TNCL Shares or the ADSs to be issued pursuant to this Agreement until the Effective Time and, if the Effective Time does not occur, shall assist TNCL, at TNCL's sole cost and expense, in canceling, and removing from any register or exchange references to, the TNCL Shares and the ADSs to be issued pursuant to this Agreement.
The TNCL Shares underlying the ADSs to be issued pursuant to this Agreement will, on and from their date of allotment and issue, rank pari passu in all respects with all existing TNCL Shares on issue at that date (including as to dividends).
TNCL, pursuant to the terms of the Deposit ---------- Agreement, shall, prior to the Effective Time, (i) deposit with the Custodian the TNCL Shares underlying the ADSs to be issued in the Merger and (ii) instruct the Depositary to prepare the requisite ADRs to evidence the ADSs to be issued in the Merger for exchange in accordance with this Article III.
As of October 12, 2001, the issued capital stock of TNCL consisted of 2,093,043,326 Ordinary Shares (as such term is defined in TNCL's Constitution) and 2,940,659,839 TNCL Shares.
The issued and outstanding ------------------------------ shares of capital stock of LUVSG set forth on Schedule 3.1(a) hereto (the "LUVSG Shares") shall be converted into 1.7179 ADSs for each Gemstar Share held by LUVSG, for a total of 121,463,409 ADSs representing 485,853,636 fully paid and nonassessable TNCL Shares (the "Merger Consideration").
As of April 26, 2001, the issued capital stock of TNCL consisted of 2,098,621,148 Ordinary Shares (as such term is defined in TNCL's Constitution) and 2,171,837,921 TNCL Shares.
The ADSs (and the TNCL Shares underlying such ADSs) to be issued to LMC or Controlled Affiliates of LMC hereunder will be acquired for LMC's or such Controlled Affiliates' own accounts for investment purposes only, and not with a view to, or for sale in connection with, any distribution of any such ADSs (or the TNCL Shares underlying such ADSs) in violation of the Securities Act, any applicable state securities laws or the Corporations Law.
All TNCL Shares (and the ADSs representing such TNCL Shares) issued pursuant to this Agreement will be issued free and clear of any Liens or Restrictions other than those created by LMC or such Controlled Affiliate Acquirer, and except for any restrictions on transfer arising under the Securities Act, state securities laws, the Corporations Act, the Amended Registration Rights Agreement or the Restricted Securities Letter Agreement.
TNCL, pursuant to the terms of the Deposit Agreement, shall, prior to the Effective Time, (i) deposit with the Custodian the TNCL Shares underlying the ADRs to be issued in the Phase II Merger and (ii) instruct the Depositary to prepare the requisite ADSs to evidence the ADSs to be issued in the Phase II Merger for exchange in accordance with this Article III.
The ADSs (and the TNCL Shares underlying such ADSs) to be issued to LMC International hereunder will be acquired for LMC International's own account for investment purposes only, and not with a view to, or for sale in connection with, any distribution of any such ADSs (or the TNCL Shares underlying such ADSs) in violation of the Securities Act or any applicable state securities laws.