Remaining Parent Shares definition

Remaining Parent Shares shall have the meaning set forth in the recitals to this Agreement.
Sample 1Sample 2
Remaining Parent Shares is defined in Section 2.2(f).
Sample 1Sample 2
Remaining Parent Shares means the number of Parent Shares equal to the Stock Cap minus the total number of Parent Shares payable as Merger Consideration (without giving effect to the withdrawal of the Escrowed Consideration pursuant to Section 2.5) pursuant to Section 2.4(f)(2)(E).
Sample 1

Examples of Remaining Parent Shares in a sentence

  • Dubbell owns the Parent Shares and will own at and as of the Closing the Remaining Parent Shares, in each case free and clear of any lien, charge or encumbrance, and at and as of the Closing there shall be no issued and outstanding shares of capital stock of the Parent other than the Remaining Parent Shares.

  • The Sellers shall have performed, or caused the Parent and the Company to perform, all acts necessary to terminate and release all liens, security interests, charges, interests or other encumbrances on the Remaining Parent Shares and the Company Minority Shares and the assets of the Parent and the Company.

  • In full consideration and exchange for the Remaining Parent Shares and the Company Minority Shares, the Buyer shall thereupon pay to the Sellers the Purchase Price in accordance with the provisions of Section 2.3 hereof.

  • The Buyer is acquiring the Remaining Parent Shares and the Company Minority Shares solely for its own account for investment, and not with a view toward the resale, transfer or other distribution thereof.

  • The Parent Shares represent, and at the Closing, the Remaining Parent Shares will represent, all of the issued and outstanding shares of the capital stock of the Parent and are owned of record and beneficially by Dubbell, free and clear of any lien, charge or encumbrance.


More Definitions of Remaining Parent Shares

Remaining Parent Shares means the number of Parent Shares equal to (a) the Total Parent Shares minus (b) the quotient obtained by dividing (i) the Closing Option Stock Consideration by (ii) the Parent Trading Price.
Sample 1

Related to Remaining Parent Shares

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

  • Remaining Shares has the meaning set forth in Section 4.1.2.

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

  • Acquisition Shares means the shares of an Acquiring Fund to be issued to the corresponding Target Fund in a reorganization under this Agreement.

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

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

  • Parent Shareholder Approval means the approval of (a) the Parent Share Issuance at the Parent Shareholders Meeting by the affirmative vote of a majority of the total votes cast by the holders of Parent Common Stock entitled to vote thereon, (b) the Parent Charter Amendment at the Parent Shareholders Meeting by the affirmative vote of a majority of the shares of Parent Common Stock outstanding and entitled to vote thereon and (c) the Parent Bylaw Amendment at the Parent Shareholders Meeting by the affirmative vote of a majority of the outstanding shares of Parent Common Stock entitled to vote thereon.

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

  • Consideration Shares shall have the meaning set forth in Section 2.7(c).

  • VMTP Shares means Variable Rate MuniFund Term Preferred Shares, $0.00001 par value per share, liquidation preference $100,000 per share plus an amount equal to accumulated but unpaid dividends thereon (whether or not earned or declared), of the Trust. The preferences, voting powers, restrictions, limitations as to dividends, qualifications, and terms and conditions of redemption of each series of VMTP Shares are set forth in the VMTP Shares Statement.

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

  • Per Share Merger Consideration has the meaning set forth in Section 3.1(a).

  • Company Shareholder means a holder of one or more Company Shares;

  • Company Shareholders means holders of Company Shares.

  • 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.

  • Company Shareholder Approval has the meaning set forth in Section 4.03(d).

  • Co-op Shares Shares issued by private non-profit housing corporations.

  • Initial Merger Consideration has the meaning set forth in Section 2.2(a).

  • Parent Stock means the common stock, par value $0.01 per share, of Parent.

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

  • Parent Warrants means the outstanding warrants to purchase Parent Common Stock.

  • Coop Shares Shares issued by a Cooperative Corporation.

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

  • Parent Warrant means each Parent Private Warrant and Parent Public Warrant.

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

  • Company Share means one share of common stock of the Company, $0.01 par value per share.