Disregarded Shares definition

Disregarded Shares has the meaning set forth in Section 3.03(a).
Sample 1Sample 2Sample 3
Disregarded Shares has the meaning set forth in Section 1.5(a) of this Agreement.
Sample 1Sample 2
Disregarded Shares means (i) the shares of Company Capital Stock that are to be cancelled pursuant to Section 2.3(b), if any, (ii) the shares of Company Restricted Stock that are cancelled for no consideration pursuant to Section 2.3(e), if any and (iii) the Dissenting Shares, if any.
Sample 1Sample 2

Examples of Disregarded Shares in a sentence

  • Subject to the terms and conditions of this Agreement, at the Effective Time, by virtue of the Merger, each share of Series A Preferred Stock issued and outstanding immediately prior to the Effective Time (excluding any Disregarded Shares), shall automatically be deemed to convert into Company Common Stock in accordance with the Certificate of Incorporation immediately prior to the Effective Time and shall be treated in accordance with Section 2.1(g).

  • Each share of Company Preferred Stock (other than Dissenting Shares and Disregarded Shares) held by a Converting Holder immediately prior to the Effective Time shall be deemed converted to Company Common Stock without any further action by such holder in accordance with the Certificate of Incorporation, immediately prior to the Effective Time and shall be treated in accordance with Section 1.3(a)(ii).

  • Subject to the terms and conditions of this Agreement, at the Effective Time, by virtue of the Merger, each share of Series A Preferred Stock issued and outstanding immediately prior to the Effective Time (excluding any Disregarded Shares), shall automatically be deemed to convert into Company Common Stock in accordance with the Certificate of Incorporation immediately prior to the Effective Time and shall be treated in accordance with Section 2.1(e).

  • Subject to the terms and conditions of this Agreement, at the Effective Time, by virtue of the Merger, each share of Series C Preferred Stock issued and outstanding immediately prior to the Effective Time (excluding any Disregarded Shares), shall automatically be deemed to convert into Company Common Stock in accordance with the Certificate of Incorporation immediately prior to the Effective Time and shall be treated in accordance with Section 2.1(g).


More Definitions of Disregarded Shares

Disregarded Shares means (i) the Cancelled Shares and (ii) the Dissenting Shares.
Sample 1Sample 2
Disregarded Shares shall have the meaning set forth in Section 1.5(a)(iii).
Sample 1Sample 2
Disregarded Shares shall include (i) a number of shares of Common Stock equal to the shares of Common Stock underlying Derivative Securities issued by the Company in an Offering (used as defined in the Stock Purchase Agreement) after the date hereof and prior to the Closing and (ii) unless and until NYSE Stockholder Approval is obtained in respect of any Excess Shares, a number of shares of Common Stock equal to the quotient of (A) such Excess Shares divided by (B) the Pro Rata Share used in respect of such issuance. By way of illustration of the foregoing clause (ii), if there are five Excess Shares and the Pro Rata Share in respect of such issuance is 0.10, 50 shares would constitute Disregarded Shares.
Sample 1
Disregarded Shares has the meaning set forth in Section 2.04(d).
Sample 1

Related to Disregarded Shares

  • Vested Shares means "Vested Shares" as defined in the Award Agreement.

  • Unvested Shares means "Unvested Shares" as defined in the Award Agreement.

  • Publicly Traded Securities means shares of common stock that are traded on a U.S. national securities exchange or that will be so traded when issued or exchanged in connection with a transaction or event described in clause (b) of the definition of Fundamental Change.

  • Interested Shares means Shares that are beneficially owned by:

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

  • Exempt Securities has the meaning set forth in Section 4.4(d).

  • Issued Shares means, collectively, all outstanding Shares issued pursuant to Restricted Stock Awards, all outstanding Shares issued pursuant to Unrestricted Stock Awards, and all Option Shares.