VA Shares definition

VA Shares means all shares of the Company's Capital Stock Beneficially Owned by the Health Foundation at any particular time, except that (i) Voting Trust Shares which are voted as required by the terms of the Voting Trust Agreement shall not be deemed VA Shares so long as they are so held in the voting trust created by the Voting Trust Agreement and voted, and (ii) the Health Foundation shall be entitled to Beneficially Own at any particular time Capital Stock of the Company representing up to the Ownership Limit free of and without being subject in any way to either the Voting Trust Agreement or this Agreement and none of the Capital Stock Beneficially Owned by the Health Foundation at or below the Ownership Limit shall be deemed VA Shares. Without limiting by implication the generality of the preceding sentence, any share of Capital Stock which shall be Beneficially Owned by the Health Foundation at any particular time in excess of the Ownership Limit shall be deemed a VA Share unless at that particular time it is on deposit in the voting trust created by the Voting Trust Agreement and is required to be voted in accordance with the terms of the Voting Trust Agreement;
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VA Shares except that (i) WellPoint shares which are held in the voting trust created by the Voting Trust Agreement and are voted as required by the terms of the Voting Trust Agreement shall not be deemed VA Shares so long as they are so held and voted and (ii) the Foundation shall be entitled to Beneficially Own at any particular time WellPoint shares representing up to 5% of the voting power free of (and without being subject in any way to) the voting requirements in either the Voting Trust Agreement or the Voting Agreement and none of the WellPoint shares Beneficially Owned by the Foundation at or below this 5% limit shall be deemed VA Shares. Without limiting by implication the generality of the preceding sentence, so long as the only Capital Stock outstanding is Common Stock, any share of Common Stock which shall be Beneficially Owned by the Foundation at any particular time in excess of 5% of the number of shares of Common Stock then outstanding shall be deemed a VA Share unless at that particular time it is on deposit in the voting trust created by the Voting Trust Agreement and is required to be voted in accordance with the terms of the Voting Trust Agreement.
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VA Shares. The term "VA Shares" means:
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Examples of VA Shares in a sentence

  • The shares of Class A Stock issuable upon exercise of the Class V Warrant (i.e., if Buyer or a Permitted Holder (as defined in the Class V Warrant) elects to receive shares of Class A Stock upon exercise of the Class V Warrant or if a party other than Buyer or a Permitted Holder exercises the Class V Warrant) are collectively referred to as the "VA Shares".

  • If any term, provision, covenant or restriction in Section I hereof is held by a court of competent jurisdiction to be invalid, void or unenforceable, then such provision shall be construed so as to require the VA Shares to be voted in the identical proportions in favor of or in opposition to such matters as votes of stockholders other than the Health Foundation are cast.

  • The Health Foundation shall provide such information and assistance as the Company may reasonably request at any time to identify the VA Shares.

  • All VA Shares shall be represented at all times by stock certificates which do not represent any shares other than VA Shares and which are registered in the name of the Health Foundation or its affiliates or are registered in a way in which they can be readily identified by the Company and its transfer agents as VA Shares.

  • Notwithstanding the foregoing, the provisions of this Agreement shall not be binding on any transferee who is not affiliated with the Health Foundation except that any and all VA Shares sold in violation of Section 12 of that certain Amended and Restated Registration Rights Agreement effective on or before the effective date hereof among the Company, WellPoint California and the Health Foundation shall remain subject to this Agreement.

  • In addition, the Health Foundation agrees that, during the Initial Period, it will be present, in person or represented by proxy, at all meetings of the stockholders of the Company for which it has VA Shares, so that all VA Shares then beneficially owned by the Health Foundation may be counted for the purpose of determining the presence of a quorum at such meetings.

  • The Beneficiary shall make such contributions of VA Shares (as defined below) which the Beneficiary may Beneficially Own such that the number of shares Beneficially Owned by the Beneficiary outside of the Voting Trust shall never exceed the number permitted by the Contributions Timetable.

  • CEC, or one of its subsidiaries [or affiliates], is the record and beneficial owner of the VA Shares, and the delivery of the VA Shares as provided in this Agreement will vest in Buyer legal and valid title to the VA Shares, free and clear of all Liens, liabilities and obligations.

  • The Purchase Price and the liabilities assumed by Buyer in accordance with Section 1.6 shall be allocated among the VA Shares and the VA Assets substantially as set forth on Schedule 1.11, with such adjustments as may be agreed between Buyer and CEC within 30 days following Closing.

  • VA Shares Accomplishments & Needed Improvements (4 August, Kiley Putnam, 9k online visitors/mo; Bridgeport, WI)For many veterans, the battle is far from over when returning home from war.

Related to VA Shares

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

  • A Shares means shares issued by companies incorporated in the PRC and listed on the SSE or the SZSE, traded in RMB and available for investment by domestic investors through Stock Connect.

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

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

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

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

  • H Shares means the overseas-listed foreign invested shares in the share capital of the Company with a nominal value of RMB1.00 each, which are subscribed for and traded in Hong Kong Dollars;

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

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

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

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

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

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

  • Series A Shares means Series A currency hedged mutual fund shares and/or Series A non-currency hedged mutual fund shares of a fund, as applicable.

  • 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.

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

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

  • Coop Shares Shares issued by a Cooperative Corporation.

  • 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;

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

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

  • 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.

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

  • PIPE Shares shall have the meaning given in the Recitals hereto.

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

  • 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.