Allocation of Shares. For the purposes of sale, the Land has been notionally divided into Shares which have been allocated as provided in Schedule 1.
Allocation of Shares. Each Investor shall have the right to sell a portion of its Shares pursuant to the Transaction Offer that is equal to or less than the product obtained by multiplying the total number of Shares available for sale to the Buyer subject to the Transaction Offer by a fraction, the numerator of which is the total number of Shares owned by such Investor and the denominator of which is the total number of Shares held by all Investors and the Transferring Stockholder, in each case as of the date of the Offer Notice, subject to increase as hereinafter provided. In the event any Investor does not elect to sell the full amount of such Shares which such Investor is entitled to sell pursuant to this Section 3.4, then any Investors who have elected to sell Shares shall have the right to sell, on a pro-rata basis (based on the number of Shares held by each such Investor) with any other Investors and up to the maximum number of Shares stated in each such Investor's Co-Sale Acceptance Notice, any Shares not elected to be sold by such Investor.
Allocation of Shares. All shares of stock of Buyer to be issued to Seller pursuant to this Agreement shall be issued to the respective Sellers in proportion to their respective ownership of stock of the Company as described in Exhibit "A" hereto.
Allocation of Shares. In connection with any offering under this Section 2.2 involving an underwriting, the Company shall not be required to include any Registrable Shares in such underwriting unless the holders thereof accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by it. Further, if the managing underwriter advises the Company that, in its view, the number of Registrable Shares requested to be included in such registration exceeds the Maximum Offering Size, the Company will include in such registration, in the following priority, up to the Maximum Offering Size: first, so many shares of Common Stock proposed to be registered by the Company (for itself or for any other Stockholder pursuant to a Demand Notice) as would not cause the offering to exceed the Maximum Offering Size; and second, any Registrable Shares requested to be included in such registration by the Stockholders, allocated, if necessary, pro rata on the basis of their relative number of Registrable Shares so held.
Allocation of Shares. Healthworld will issue to the U.S. Stockholders, the U.K. Stockholder, Xxxxxx, Xxxxxx and Moreton, in the aggregate, 5,000,000 shares (the "Aggregate Number of Founder Shares") of Healthworld Stock at the Closing. With respect to Xxxxxxxx, who presently owns one hundred (100) shares of Healthworld Stock, the conversion shall be made in such a manner as to issue to him only that number of additional shares of Healthworld Stock which are necessary to attain the percentage of shares set forth below. The allocation of the Aggregate Number of Founder Shares among all of the U.S. Stockholders, the U.K. Stockholder, Xxxxxx, Xxxxxx and Moreton shall be made as follows: Healthworld Agreement and Plan of Organization/Garnham Draft of August 27, 1997 -------------------------------------------------------------------------------
2.3.1 69% of the Aggregate Number of Founder Shares shall be allocated to the U.S. Stockholders (the "U.S. Percentage") and 31% of the Aggregate Number of Founder Shares shall be allocated to the U.K. Stockholder and the Minority Stockholders (the "U.K. Percentage").
2.3.2 The number of shares of Healthworld Stock which results from applying the U.S. Percentage against the Aggregate Number of Founder Shares shall be divided among the U.S. Stockholders in the following proportions: Xxxxxxxx 63.65% Xxxxxx 5.00% Xxxxxx 14.06% Xxxxxxxxx 17.29% --------------------------------------- Total 100.00%
2.3.3 The number of shares of Healthworld Stock which results from applying the U.K. Percentage against the Aggregate Number of Founder Shares shall be divided among the U.K. Stockholder, Xxxxxx, Xxxxxx and Moreton in the following manner:
Allocation of Shares. In connection with any offering under Section 2(d) involving an underwriting, the Company shall not be required to include any Registrable Securities in such underwriting unless the Holder thereof accepts the terms of the underwriting as agreed upon between the Company and the underwriters selected by it. Further, if the managing underwriter advises the Company that, in its view, the number of Registrable Securities requested to be included in such registration exceeds the “Maximum Offering Size” (which shall mean the largest aggregate number of shares which can be sold without having a material adverse effect on such offering, as determined by the managing underwriter), the Company will include in such registration, in the following priority, up to the Maximum Offering Size: first, so many shares of Common Stock proposed to be registered by the Company as would not cause the offering to exceed the Maximum Offering Size; and second, any Registrable Securities requested to be included in such registration by the Purchaser, allocated, if necessary, pro rata on the basis of their relative number of Registrable Securities so held.
Allocation of Shares. (a) Within five business days after the Merger Closing, the Exchange Agent, as directed by American, shall effect the allocation among holders of Community First Capital Stock of rights to receive American Common Stock or cash in the Merger in accordance with the Election Forms as follows.
(b) If the number of Cash Election Shares times the Per Share Common Cash Consideration with respect to Community First Common Stock and the Per Share Series A Cash Consideration with respect to the Series A Preferred Stock, when combined with the Stock Option Cash Consideration, is greater than the Aggregate Cash Consideration, then:
(i) all Stock Election Shares and all No-Election Shares shall be converted into the right to receive American Common Stock;
(ii) the Exchange Agent shall convert on a pro rata basis as described below in Section 2.2(e) a sufficient number of Cash Election Shares (“Reallocated Stock Shares”) such that the number of remaining Cash Election Shares times the Per Share Common Cash Consideration and the Per Share Series A Cash Consideration, as appropriate, when combined with the Stock Option Cash Consideration, equals the Aggregate Cash Consideration, and all Reallocated Stock shares shall be converted into the right to receive American Common Stock; and
(iii) the Cash Election Shares that are not Reallocated Stock Shares shall be converted into the right to receive cash.
(c) If the number of Cash Election Shares times the Per Share Common Cash Consideration with respect to Community First Common Stock and the Per Share Series A Cash Consideration with respect to the Series A Preferred Stock, when combined with the Stock Option Cash Consideration, is less than the Aggregate Cash Consideration, then:
(i) all Cash Election Shares shall be converted into the right to receive cash;
(ii) No-Election Shares shall then be deemed to be Cash Election Shares to the extent necessary to have the total number of Cash Election Shares times the Per Share Common Cash Consideration and the Per Share Series A Cash Consideration, as appropriate, when combined with the Stock Option Cash Consideration, equal the Aggregate Cash Consideration. If less than all of the No-Election Shares need to be treated as Cash Election Shares, the Exchange Agent shall select which No-Election Shares shall be treated as Cash Election Shares in such manner as the Exchange Agent shall determine, and all remaining No-Election Shares shall thereafter be treated as Stock Election Shares;...
Allocation of Shares. The proportion of the Shares purchased by each Purchaser shall be as set forth on the signature page hereto.
Allocation of Shares. Each Restricted Party shall have the right to sell the portion of its Applicable Shares pursuant to the Co-Sale Option that is equal to or less than the product obtained by multiplying (a) the total number of Shares proposed to be sold by the Company in the Co-Sale Transaction, as set forth in the Co-Sale Notice, by (b) such Restricted Party’s Ownership Percentage as of the date of the Co-Sale Notice (such product being such Restricted Party’s “Co-Sale Shares”). The number of shares that the Company may sell in the Co-Sale Transaction shall be reduced by the aggregate number of Co-Sale Shares to be sold by each Restricted Party that exercised its Co-Sale Option.
Allocation of Shares. Each Participating Investor shall have the right to purchase a portion of the securities issued in the Stock Issuance which is equal to or less than the product obtained by multiplying (A) the total number of securities issued in the Stock Issuance by (B) such Participating Investor’s Ownership Percentage as of the date of the Issuance Notice (such product being referred to herein as such Participating Investor’s “Pro Rata Allotment”).
