UpstreamCo Shares definition

UpstreamCo Shares means the shares of common stock, par value $0.01 per share, of UpstreamCo.
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UpstreamCo Shares shall have the meaning set forth in the Separation and Distribution Agreement.
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Examples of UpstreamCo Shares in a sentence

  • UpstreamCo shall not issue paper stock certificates in respect of the UpstreamCo Shares.

  • UpstreamCo shall prepare and file, and shall use its reasonable best efforts to have approved, an application for the listing of the UpstreamCo Shares to be distributed in the Distribution on the NYSE, subject to official notice of distribution.

  • UpstreamCo agrees that, subject to any transfers of such shares, from and after the Effective Time, (i) each such holder shall be entitled to receive all dividends payable on, and exercise voting rights and all other rights and privileges with respect to, the UpstreamCo Shares then held by such holder, and (ii) each such holder will be entitled, without any action on the part of such holder, to receive evidence of ownership of the UpstreamCo Shares then held by such holder.

  • None of Parent, UpstreamCo or the Agent shall be required to guarantee any minimum sale price for the fractional UpstreamCo Shares sold in accordance with this Section 3.4(c).

  • The UpstreamCo Shares to be distributed to the Parent shareholders in the Distribution shall have been accepted for listing on the NYSE, subject to official notice of distribution.

  • Subject to Sections 3.3 and 3.4(c), each Record Holder will be entitled to receive in the Distribution a number of whole UpstreamCo Shares equal to the number of Parent Shares held by such Record Holder on the Record Date multiplied by the Distribution Ratio, rounded down to the nearest whole number.

  • For purposes of clarification, UpstreamCo’s filing of a Shelf Registration Statement shall not be deemed to be a an UpstreamCo Public Sale; provided, however, that any prospectus supplement filed pursuant to a Shelf Registration Statement with respect to an offering of UpstreamCo Shares for its own account and/or for the account of any other Persons will be an UpstreamCo Public Sale, unless such offering qualifies for an exemption from the UpstreamCo Public Sale definition in this Section 2.02(a).

  • UpstreamCo shall cooperate with Parent to accomplish the Distribution and shall, at Parent’s direction, promptly take any and all actions necessary or desirable to effect the Distribution, including in respect of the registration under the Exchange Act of UpstreamCo Shares on the Form 10.

  • Until the UpstreamCo Shares are duly transferred in accordance with this Section 3.4 and applicable Law, from and after the Effective Time, UpstreamCo shall regard the Persons entitled to receive such UpstreamCo Shares as record holders of UpstreamCo Shares in accordance with the terms of the Distribution without requiring any action on the part of such Persons.

  • UpstreamCo covenants that it will not, and it will cause the members of the UpstreamCo Group not to, grant any right of registration under the Securities Act relating to the UpstreamCo Shares or any of its other securities to any Person other than pursuant to this Agreement, unless the rights so granted to another Person do not limit or restrict the rights of the Holder(s) hereunder.

Related to UpstreamCo Shares

  • SpinCo Shares means the shares of common stock, par value $0.01 per share, of SpinCo.

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

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

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

  • VMTP Shares has the meaning set forth in the preamble to this Agreement.

  • Merger Shares has the meaning set forth in Section 2.2(c).

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

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

  • Holdco Shares means the ordinary shares of HoldCo with a par value of US$0.0001 per share.

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

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

  • Coop Shares Shares issued by a Cooperative Corporation.

  • 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.

  • Co-op Shares Shares issued by private non-profit housing corporations.

  • Stockholder Shares means the shares of common stock of the Company issued to Stockholder in accordance with the terms and conditions of the Reorganization Agreement, including such shares of common stock of the Company transferred from Stockholder to The Cendant Charitable Foundation, and any securities of the Company issued as a dividend on or other distribution with respect to, or in exchange for or replacement of, such common stock.

  • Company Shareholders means the registered or beneficial holders of the Company Shares, as the context requires;

  • Pubco Shares means fully paid and non-assessable common shares of Pubco to be issued to the Selling Shareholders by Pubco upon Closing on the basis of 1 Pubco Share for 5.4935 Priveco Shares;

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

  • Company Securities has the meaning set forth in Section 3.02(b)(ii).

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

  • Fully Diluted Company Shares means the total number of issued and outstanding shares of Company Common Stock, (a) after giving effect to the Company Preferred Stock or otherwise treating shares of Company Preferred Stock on an as-converted to Company Common Stock basis, and (b) treating all outstanding in-the-money Specified Company Warrants as fully vested and as if the Specified Company Warrants had been exercised for cash as of the Effective Time, but for the avoidance of doubt excluding any Company Securities described in Section 1.11(b).

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

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

  • Equity Shares means the Common Shares and any shares of any other class or series of the Corporation which may from time to time be authorized for issue if by their terms such shares confer on the holders thereof the right to participate in the distribution of assets upon the voluntary or involuntary liquidation, dissolution or winding up of the Corporation beyond a fixed sum or a fixed sum plus accrued dividends;

  • 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.