Xxxxxxx Shares definition

Xxxxxxx Shares means ordinary shares of 1.0p each in Xxxxxxx.

Xxxxxxx Shares means the common shares in the capital of Xxxxxxx;

Xxxxxxx Shares means the shares of Class A common stock in Xxxxxxx of par value $0.01 each in issue immediately prior to Completion;

Examples of Xxxxxxx Shares in a sentence

• The Xxxxxx Xxxxxxx Funds previously made an initial public offering of Xxxxxx Xxxxxxx Shares; therefore, Company is not making a public offering of its Shares.

• Notwithstanding the foregoing, Company represents that, to the best of its knowledge, and as provided under the Xxxxxx Xxxxxxx Agreement, a registration statement under the 1933 Act was filed and all appropriate state securities law filings were made with respect to all Xxxxxx Xxxxxxx Shares offered for sale except for any Xxxxxx Xxxxxxx Shares which were offered in a transaction or series of transactions which were exempt from the registration requirements of the 1933 Act and state securities laws.

• For example, if the effective conversion rate is $1.80/(pound) 1 and the Total Purchase Price is $8,000,000, then the number of Xxxxxxx Shares the Target Company will receive shall equal the $8,000,000/$1.80, or 4,444,444 Xxxxxxx Shares.

• The number of Xxxxxxx Shares to be issued will be based on the conversion rate of the British Pound Sterling to the US Dollar in effect as of the close of business on the day preceding the Closing Date, as quoted by Xxxxxx & Co. as the commercial rate it gives to purchase US Dollars.

• Seller is the record and sole beneficial owner of the Xxxxxxx Shares and, when sold and paid for in accordance with this Agreement, Seller shall transfer to Purchaser all of Seller’s right, title and interest in and to the Xxxxxxx Shares, free and clear of all Liens, other than restrictions on transfer under the Securities Act.

More Definitions of Xxxxxxx Shares

Xxxxxxx Shares has the meaning set forth in the recitals hereto.

Xxxxxxx Shares means common shares of Xxxxxxx.

Xxxxxxx Shares means the 125,000 shares of Xxxxxxx Capital Stock being sold and transferred by Seller to Purchaser pursuant to this Agreement.

Xxxxxxx Shares means (A) the 1,432,875 shares of Common Stock beneficially owned by Xxxxxx X. Xxxxxxx pursuant to an agreement with Technical Services Partners, L.P. and (B) any stock of the Company issued as a dividend or other distribution with respect to, or in exchange for or in replacement of, the Common Stock referred to in clause (A); provided, however, that the Common Stock referred to in clauses (A) and (B) shall no longer be deemed Registrable Securities upon the earliest of: (i) such time as a registration statement with respect to such shares of Common Stock shall have been declared effective by the Commission and all of the Registrable Securities registered thereunder shall have been disposed of by the holder thereof in accordance with the plan of distribution described in the prospectus forming a part of such effective registration statement, (ii) the sale of all shares of Registrable Securities by the holder thereof pursuant to Rule 144 under the Securities Act and (iii) the transfer of all shares of Registrable Securities by the holder thereof to a transferee or transferees who are not otherwise entitled to registration rights with respect to such securities.

Xxxxxxx Shares has the meaning set forth in Section 2.02(a).

Xxxxxxx Shares has the meaning specified in Section 1.3(b)(ii).

Xxxxxxx Shares means the Xxxxxxx Additional Shares and the Xxxxxxx Closing Date Shares.