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US Holdco Shares definition

US Holdco Shares has the meaning set forth in the Recitals.
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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;
Sample 1
US Holdco Shares is defined in the recitals to this Agreement.
Sample 1

Examples of US Holdco Shares in a sentence

  • 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.

  • Piedmont and US Holdco will use all reasonable endeavours to enter into binding agreements with each Piedmont Optionholder and Piedmont Performance Right Holder to cancel the Convertible Securities held by such holder in consideration of the grant of equivalent rights (as near as reasonably practicable) to acquire the same number of US Holdco CDIs or US Holdco Shares (as applicable) instead of Piedmont Shares.

  • 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.

  • 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.

  • 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.

  • So, in an emergency or in a situation which could reasonably be expected to develop into an emergency, You understand and agree to call 911 or go to the nearest emergency treatment facility and follow the directions of emergency personnel.

  • 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.

  • A value of 1 indicates no notifications required, a value of 2 indicates police notification, value 3 for licensing, value 4 for both, value 8 for other and value 9 for unknown/missing.

  • 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.

  • 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.


More Definitions of US Holdco Shares

US Holdco Shares means shares in the common stock of US Holdco;
Sample 1

Related to US Holdco Shares

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

  • US Holdco means, notwithstanding anything in the Indenture to the contrary, Brookfield Infrastructure US Holdings I Corporation; and

  • Amalco Shares means 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 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).

  • 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 the shares 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 those 36,097,500 fully paid and non-assessable common shares of Pubco to be issued to the Selling Shareholders by Pubco on the Closing Date;

  • Fully Diluted Shares means, as of any date, the number of shares of Common Stock outstanding as of such date plus the aggregate number of shares of Restricted Stock and Common Stock issuable upon the exercise of all outstanding options, warrants and rights to acquire shares of Common Stock (including outstanding stock options which are not then exercisable) and the aggregate number of shares of Common Stock issuable upon the conversion of all outstanding securities that are convertible into shares of Common Stock.

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

Most Referenced Clauses

Most Referenced Definitions