US Purchased Shares definition

US Purchased Shares means all of the issued and outstanding shares in the capital of Aitec Investments USA Inc.;
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US Purchased Shares has the meaning set forth in the background section.
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Examples of US Purchased Shares in a sentence

  • Other than as contemplated herein, no person has, or has any right capable of becoming, any agreement, option, understanding or commitment for the purchase or other acquisition from the registered owners of any of the Pre-Amalgamation Shares and US Purchased Shares, and on Closing no such right shall exist in respect to the Canadian Purchased Shares and the US Purchased Shares.

  • At Closing, there will not be any restrictions of any kind on the transfer of the Canadian Purchased Shares except those set out in the Articles of Amalco; and there will not be any restrictions of any kind on the transfer of the US Purchased Shares except those set out in the Articles of Aitec Investments USA Inc.

  • US Seller has the right, authority and power to sell, assign and transfer the US Purchased Shares to US Buyer, UK Seller has the right, authority and power to sell, assign and transfer the UK Purchased Shares to UK Buyer, and German Seller has the right, authority and power to sell, assign and transfer the German Purchased Shares to German Buyer, in each case in accordance with the terms of this Agreement.

  • The US Purchaser is a corporation duly incorporated and subsisting under the laws of the State of Texas and has the corporate power and capacity to enter into this Agreement, to purchase the US Purchased Shares from the US Vendor as herein contemplated and to perform its other obligations hereunder.

  • The Company has agreed to issue to the US Purchasers and the US Purchasers, in reliance upon the representations and warranties of the Company and of RoweCan contained herein and subject to certain conditions contained herein, have agreed to take up and subscribe for an aggregate of 5,140,372 shares (the "US Purchased Shares") of Class B Preferred Stock, $.01 par value, of the Company (the "Class B Preferred Shares").

  • In addition, each of the Canadian Purchaser and the US Purchaser shall have completed its own due diligence investigation and such investigations shall not have disclosed any matter which they consider to be materially adverse to the Canadian Business, Amalco or the Canadian Subsidiaries, in the case of the Canadian Purchaser, or to the US Business or the US Subsidiaries, or their respective decision to acquire the Canadian or US Purchased Shares.

  • US Seller shall join with US Buyer in timely making elections under (A) Section 338(h)(10) of the Code and (B) any similar provision of state or local Tax Law with respect to US Buyer’s purchase of the US Purchased Shares pursuant to this Agreement (collectively, the “Section 338 Elections”) and shall join in any filings that may be necessary in order to effect the Section 338 Elections, including IRS Forms 8023 and 8883, and any comparable state or local Tax forms.

  • The transactions herein contemplated, including the sale and purchase of the Canadian Purchased Shares and the US Purchased Shares in accordance with the terms of this Agreement, are subject to the conditions precedent set out in this Section 5.2, each of which is hereby declared to be for the exclusive benefit of the Canadian Vendors and may be waived by them.

Related to US Purchased Shares

  • Purchased Shares has the meaning set forth in Section 2.01.

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

  • 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.

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

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

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

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

  • Purchased Securities has the meaning assigned in the Terms;

  • Sale Shares means [Insert total number of shares of the Company] Shares, representing 100 percent of the total issued, subscribed and fully paid-up equity share capital of the Company held by the Shares Seller and Nominees as more particularly described in Annexure A attached hereto;

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

  • Subscribed Shares means, as of any date of determination, the Subscribed Shares (as defined in the recitals to this Subscription Agreement) and any other equity security issued or issuable with respect to the Subscribed Shares by way of stock split, dividend, distribution, recapitalization, merger, exchange, or replacement, and (ii) “Subscriber” shall include any person to which the rights under this Section 5 shall have been duly assigned.

  • Purchase Shares has the meaning set forth in Section 2.2(a) hereof.

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

  • U.S. Purchaser means any purchaser of the Offered Securities that is, or is acting for the account or benefit of, a person in the United States, or any person offered the Offered Securities in the United States.

  • Exchange Shares has the meaning set forth in Section 2.01(b).

  • Closing Shares shall have the meaning ascribed to such term in Section 2.1(a)(i).

  • Subscription Shares has the meaning ascribed to it in Section 2.1.

  • Purchased Units means, with respect to a particular Purchaser, the number of Common Units equal to the aggregate Purchase Price set forth opposite such Purchaser’s name under the column titled “Purchase Price” set forth on Schedule A hereto divided by the Common Unit Price.

  • ASA Shares has the meaning set forth in 2.4(a).

  • Target Shares means all the issued and unconditionally allotted share capital in the Target and any further shares in the capital of the Target which may be issued or unconditionally allotted pursuant to the exercise of any outstanding subscription or conversion rights or otherwise together with all related rights.

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

  • 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.

  • Option Shares shall have the meaning ascribed to such term in Section 2.2(a).

  • Subscriber Shares means the Shares which the subscribers to the Instrument of the ICAV agree to subscribe for as more particularly hereinafter set forth after their names.

  • 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;

  • Founder Shares Purchase Agreement shall have the meaning given in the Recitals hereto.