US Holdco Shares definition

US Holdco Shares has the meaning set forth in the Recitals.
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US Holdco Shares is defined in the recitals to this Agreement.
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US Holdco Shares means the shares in the stock of US Holdco; "USG&E" has the meaning set out on the cover pages;
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Examples of US Holdco Shares in a sentence

  • The representations and warranties contained in this Agreement, other than the conditions contained in Article 6, shall not merge on Closing but shall survive the execution, delivery and performance of this Agreement, the Closing and the execution and delivery of any transfer documents or other documents of title to the US Holdco Shares and all other agreements, certificates and instruments delivered pursuant to this Agreement and the payment of the Consideration of the US Holdco Shares.

  • The holders of warrants to purchase US Holdco Shares must have exercised such warrants to purchase US Holdco Shares and, as a result, hold the US Holdco Shares specified in Schedule 3.3 and reasonable evidence thereof must have been provided to the Buyers.

  • Incannex or the Sale Agent gives any assurance as to the price that will be achieved for the sale of US Holdco Shares described in this clause 6.8, and the sale of US Holdco Shares under this clause 6.8 will be at the risk of the Ineligible Foreign Holder or Small Parcel Holder (as applicable).

  • Where the calculation of the number of US Holdco Shares (or US Holdco CDIs) to be issued to a particular Scheme Participant as Scheme Consideration would result in the issue of a fraction of a US Holdco Share, the fractional entitlement will be rounded up to the nearest whole number of US Holdco Shares.

  • Each of the Parties agree that irreparable harm would occur for which money damages would not be an adequate remedy at law in the event that either Party does not perform its respective obligations to complete the purchase and sale of the US Holdco Shares pursuant to this Agreement.

  • At the Closing Time, on and subject to the terms and conditions of this Agreement, GQM shall sell to the Purchaser, and the Purchaser shall purchase from GQM, the US Holdco Shares free and clear of all Liens, claims, and encumbrances of any nature whatsoever except for Permitted Liens.

  • No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any Law which is then in effect and has the effect of making the purchase of the US Holdco Shares as set out in this Agreement illegal or otherwise preventing or prohibiting the purchase of the US Holdco Shares by the Purchaser.

  • If at any time it is necessary to calculate the aggregate value of the Consideration, or the allocation of the Consideration among the US Holdco Shares acquired by each of the Purchasers by Cash, Purchasers by Shares or Purchasers by Loan, the process set out in Schedule D shall be used.

  • Notwithstanding any other provision of this Scheme, while US Holdco Shares forming the Scheme Consideration must be issued (and the US Holdco Share Register updated to record their issuance) on the Implementation Date, any requirements under clause 6 for the sending of holding statements or allotment advices (or equivalent) may be satisfied as soon as practicable after the Implementation Date.

  • Show how the law you seek to have enforced is well-settled and has been reiterated in many current court decisions.


More Definitions of US Holdco Shares

US Holdco Shares means shares in the common stock of US Holdco;
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Related to US Holdco Shares

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

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

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

  • Rollover Shares has the meaning given in the recitals.

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

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

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

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

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

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

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

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

  • Acquisition Shares means each class of shares of beneficial interest of an Acquiring Fund to be issued to the corresponding Target Fund in a reorganization under this Agreement.

  • New Ordinary Shares means the new Ordinary Shares arising on Conversion of the C Shares;

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

  • Coop Shares Shares issued by a Cooperative Corporation.

  • Rollover Shareholders means each of Expert Master Holdings Limited, Mr. Longhua Piao and UMW China Ventures (L) Ltd.

  • Consideration Shares has the meaning ascribed thereto in Section 2.2.

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

  • Additional Ordinary Shares means Ordinary Shares issued by the Guarantor following the issuance of the Subscribed Ordinary Shares;

  • A Ordinary Shares means the ‘A’ ordinary shares of £1.00 each in the capital of the Company;

  • B Shares means a participating share of no par value in the capital of the Fund, denominated in Euro(s);

  • 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).

  • 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 10 Priveco Share for 12,380,951 Shares;

  • Fully Diluted Shares means, at any time of determination, the number of shares of common stock of the applicable entity outstanding at such time, plus the number of shares of issuable upon exercise or conversion or otherwise pursuant to any in-the-money common stock equivalents of such entity outstanding at such time.

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