Number of Shares to Be Issued. The Noteholder is surrendering for conversion that portion of the principal and interest due under the Note represented by the Conversion Amount and is not furnishing any other or additional consideration to the Issuer. The Noteholder hereby waives, releases, relinquishes and discharges the Issuer of any and all claims and causes of action it now has or that may hereafter arise with respect to the Conversion Amount and agrees to accept the Shares as full satisfaction thereof. No claims are reserved with respect to the Conversion Amount, and the Noteholder expressly waives any and all rights related thereto, except for those provided for herein, that it may have under the provisions of California Civil Code Section 1542, which provides:
Number of Shares to Be Issued. The Company shall issue as many new Shares as necessary to comply with the provisions of Section 4.3.1 of this Subscription Warrant.
4.3.1. On the Adjustment - Indemnifications Date, pursuant to Section 8 of the Investment Agreement, the Parties shall determine in good faith the total amount of Losses with Cash Outflow of AZUL Holding, as well as the total amount of Losses with Cash Outflow of TRIP’s Shareholders, as defined in Section 8.1.1(a)(i) of the Investment Agreement. In the event that the Losses with Cash Outflow of AZUL Holding exceed the Losses with Cash Outflow of TRIP’s Shareholders, through the exercise of this Subscription Warrant, the Company shall issue in favor of the Holder, a number of preferred shares as per the formula set forth below: ARP = (PPIAH - PPIAT) / VPAPI
x. XXX: Total number of AZUL Holding’s Class A Preferred Shares - Post-Private Placement (or other preferred shares whose rights and privileges are equivalent to those of the current AZUL Holding’s Class A Preferred Shares - Post-Private placement) to be issued within 4 (four) days from the Adjustment - Indemnifications Date by AZUL Holding as a result of the exercise of this Subscription Warrant;
b. PPIAH: Total amount of Losses With Cash Outflow of AZUL Holding as of the Adjustment - Indemnifications Date, updated by the CDI;
c. PPIAT: Total amount of Losses With Cash Outflow of TRIP’s Shareholders as of the Adjustment - Indemnifications Date, updated by the CDI; and
d. VPAPI: Individual amount of each preferred share, calculated as follows: (I) Pre-Money Valuation amount in Brazilian Reais (as defined in Section 1.1), exclusively attributable to the preferred shares issued by AZUL Holding, according to the Conversion Rate of the pricing day of the IPO, less (II) R$ [*****] Brazilian reais), corresponding to the capital contribution made in AZUL Holding in view of the settlement of the Private Placement, duly adjusted for inflation based on the CDI, [*****] Confidential material redacted and filed separately with the Securities and Exchange Commission. being the product of the subtraction between (I) and (II) divided by the difference between (i) the total number of preferred shares issued by AZUL Holding immediately prior to the IPO, minus (ii) the number of preferred shares issued as a result of the Private Placement until the date of the IPO. Notwithstanding the foregoing, should the IPO not occur until the Deadline (there not being, therefore, the Pre-Money Valuation)...
Number of Shares to Be Issued. This Subscription Warrant may be exercised, in whole or in part, on a single occasion, and grants its Holders the right to subscribe for and pay in new Class A preferred shares (or any other preferred shares issued by the Company whose relevant class, at the time of the exercise of this Subscription Warrant, presents the same rights and privileges as those currently attributed to the Class A preferred shares), all registered and with no par value, issued by the Company (the “Shares”).
Number of Shares to Be Issued. The number of the Preferred Shares to be issued upon the merger shall be two hundred million (200,000,000) shares; provided, however, that if any number of the Series 1 Class A Preferred Shares issued by UFJ Bank Limited are converted to Ordinary Shares of UFJ Bank Limited on and after April 1, 2005, to and including the day immediately preceding the date of the merger, such number shall be deducted accordingly from the number of the Preferred Shares to be issued in connection with the merger set forth above.
Number of Shares to Be Issued. The total number of shares authorized to be issued by the Company shall be eight thousand (800).
Number of Shares to Be Issued. At the Effective Time, the parties agree that Travel System shall issue and deliver to the Selling Shareholder the greater of (i) 300,000 shares of Travel Stock or (ii) that number of shares of Travel Stock having an aggregate value of $1,500,000, using the IPO Opening Price (defined in Article IX below) in calculating the per share value of the Travel Stock at the Effective Time (as applicable, the "Initial Travel Shares").
Number of Shares to Be Issued. The total shares to be issued to Party B is 6,619,525 shares including 619,525 shares of common stock and 6,000,000 shares of the Series A convertible preferred stock of XXXX in the following manner：
Number of Shares to Be Issued. (1) Number of shares to be issued to Party B2 and Party B3: The following formula shall be used to calculate the number of shares to be issued to Party B2 and Party B3: Number of shares the transfer price of the equity of FL Mobile Jiutian Technology Co., Ltd held by Party B2 and Party B3 and to be purchased by Prince Materials by new share issuance divided by the Issuance Price. The number derived from the said formula shall be rounded to single digit. If any share issued is less than 1 share, Party B2 and Party B3 agree to exempt Party A from paying the consideration of such share. According to the appraised value of 00% equity of FL Mobile Jiutian Technology Co., Ltd, the parties hereto determine after negotiation that, the transfer price of 35.13% equity of FL Mobile Jiutian Technology Co., Ltd shall be RMB 1,756,500,000, and that the numbers of shares to be issued to Party B2 and Party B3 in the Transaction shall be 32,963,739 and 19,673,359 respectively.
(2) Number of shares to issued to the subscribers for purpose of fund raising: The total amount of supporting funds to be raised in the Transaction shall be no more than RMB 3,643,500,000 or 100% of the total price of the asset acquisition transaction. If the issuance price is RMB 33.37 per share, the total number of the shares to be issued to Xxxx Xxxxxx, Xinjiang Yinghe, Jinxinhaoyun, Jinxinhaohui, Jinxinhaoze, Shun’an Investment, Taixingyihao, Baoyuezishan, and Zhonghengtai Holdings shall be no more than 109,184,892.
(3) The final number of issuance shall be subject to the approval of CSRC. During the period between the Pricing Base Day to the Day of Issuance, in case of such ex dividend and ex right events to Party A like dividend distribution, stock dividend or conversion of capital reserve into stock capital, the issuance price shall be adjusted accordingly. If the amount of the raised supporting funds approved by CSRC does not reach RMB 3,643,500,000, the numbers of shares subscribed by the subscribers for the supporting funds shall be reduced on a pro rata basis.
Number of Shares to Be Issued. The number of SONIC FOUNDRY shares to be issued by SONIC FOUNDRY pursuant to this paragraph 1.3 shall be determined by dividing $300,000.00 by the average closing bid price for SONIC FOUNDRY's common stock on the 30 days prior to the date hereof ($30.28 per common share). The resulting number of shares shall be allocated as follows: to Xxxxxx Xxxxxxxxx, 27%, to Anton Jedlovsky, 36- 1/2%, and to Xxxxx Xxx, 36-1/2% (hereafter referred to as "Allocated Shares"). The number of Allocated Shares due to any of them is subject to the reduction upon termination of employment as specified in Paragraph 1.3.
Number of Shares to Be Issued. Less than 25th percentile None 25th percentile 50% of Target Shares 55th percentile 100% of Target Shares 75th percentile 100% of Target Shares Above 90th percentile 100% of Target Shares
