UPC Shares definition
Examples of UPC Shares in a sentence
If any Founder or Permitted Transferee of a Founder fails to submit a Purchase Notice within the UPC Shares Election Period, the Founders or Permitted Transferees of Founders who have so submitted a timely Purchase Notice may, for a period of ten days following the expiration of the UPC Shares Election Period, allocate among themselves the Purchase Rights as to which any Founder or Permitted Transferee of a Founder did not submit a timely Purchase Notice.
In the event that the value of UPC Shares Transferred by Waldo to UPC hereunder (as calculated herein) is insufficient to cover the entire Waldo Refund Amount, any remaining balance thereof shall remain outstanding and shall be immediately due and payable by Waldo to UPC in Dollars.
Thereafter, any Purchase Rights not exercised by a Founder or its Permitted Transferees, or by Liberty and its Permitted Transferees within the UPC Shares Election Period, may be allocated among the parties who have submitted Purchase Notices as such parties may agree, and amended Purchase Notices that reflect such agreement shall be provided to UPC.
Promptly following the First Closing Date, UPC shall take all measures reasonably necessary to amend its certificate of incorporation to increase the authorized shares of common voting stock of UPC to an amount sufficient to cover issuance of the UPC Shares to Waldo, and promptly thereafter UPC shall deposit such UPC Shares into Escrow for the benefit of Waldo as provided herein, in the Escrow Agreement, and in the Stock Exchange Agreement.
The conversion of the UPC Shares into the Initial Preference Shares or the Increasing Rate Preference Shares, as the case may be, and the terms of the Preference Shares or the Increasing Rate Preference Shares, as the case may be, will not require UPC to accrue any amounts or establish any reserves in respect thereof that will not be so accrued or established in accordance with the laws of The Netherlands.
If the Depositary does not receive this Letter of Transmittal and Election Form properly completed and duly executed before the Election Deadline from a UPC Shareholder, together with the UPC Share certificate(s) and all other required documentation (as stipulated herein), such UPC Shareholder will be deemed to have elected to receive Trust Units in exchange for their UPC Shares.
For example, if a UPC Shareholder holds 1,000 UPC Shares and wishes to exchange one-half of its UPC Shares for Trust Units and one-half of its UPC Shares for Exchangeable Shares, the UPC Shareholder should insert the number 500 in the box corresponding to Trust Units and the number 500 in the box corresponding to Exchangeable Shares below.
If this Letter of Transmittal and Election Form is signed by the registered holder of UPC Shares transmitted by this Letter of Transmittal and Election Form, the signature(s) must correspond with the name(s) as written on the face of the certificate(s) representing the UPC Shares without alteration, enlargement or any change whatsoever.
Eligible Holders should consider carefully the tax consequences in determining whether to elect to receive Exchangeable Shares or Trust Units in exchange for their UPC Shares.
The signature guarantee on this Letter of Transmittal and Election Form is not required if: (i) this Letter of Transmittal and Election Form is signed by the registered UPC Shareholder of the UPC Shares transmitted by this Letter of Transmittal and Election Form; or (ii) the UPC Shares are transmitted for the account of an Eligible Institution.