Number of Shares to be issued to Thomson on Share Exchange Sample Clauses

Number of Shares to be issued to Thomson on Share Exchange. As the Combination involves only the TV business and assets of the Company and Thomson, in determining the number of Shares to be issued to Thomson on Share Exchange, the valuation of the Company is based on the premise that the Mobile Spin-Off will have been completed prior to the Share Exchange. The number of Shares to be issued to Xxxxxxx was computed based on arm’s length negotiations between the Company and Thomson on the value of the Company’s TV businesses and assets, the value of Thomson’s TV businesses and assets being contributed to TTE and the combined value of the Company. If the Mobile Spin-Off has been completed and the consideration received from the sale or divesture of the Mobile Interest (if any) has been distributed to the Shareholders at the time of the exchange, the number of Shares to be issued to Thomson in exchange for its 33% stake in TTE has been determined to be 1,149,140,810, which is approximately (but not equal to or exceeding) 30% of the aggregate of (a) the Shares issued by the Company at the close of business on 31 December 2003 and (b) the number of Shares to be issued to Thomson on Share Exchange, subject to adjustments for share split, consolidation, reclassification or extraordinary dividend payment as provided in the Exchange Option Agreement. The number of Shares to be issued to Xxxxxxx was computed based on arm’s length negotiations between the Company and Thomson on the value of the Company, excluding the value of its Mobile Interest, relative to the combined value of the Company’s and Thomson’s TV businesses being contributed to TTE. If the Mobile Spin-Off has not been completed at the time of the exchange, the number of Shares to be allotted and issued to Thomson on Share Exchange will depend on the relative valuation of Xxxxxxx’x stake in TTE and the valuation of the Company (including the value of its Mobile Interests) at the time of the exercise, as agreed to between the parties or determined by an investment bank jointly selected by the parties or selected by an arbitrator. TCL Corp will remain the single largest shareholder of the Company and in no circumstance will Thomson receive in the exchange such number of Shares which is equal to or exceeding 30% of the issued share capital of the Company upon the Share Exchange. Application will be made to the Stock Exchange for the listing of and permission to deal in the Shares to be issued upon the exercise of the Exchange Option by Xxxxxxx.
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Related to Number of Shares to be issued to Thomson on Share Exchange

  • Adjustment of Number of Common Shares and Exercise Price The subscription rights in effect under the Warrants for Common Shares issuable upon the exercise of the Warrants shall be subject to adjustment from time to time as follows:

  • Reservation of Common Stock As of the date hereof, the Company has reserved and the Company shall continue to reserve and keep available at all times, free of preemptive rights, a sufficient number of shares of Common Stock for the purpose of enabling the Company to issue Shares pursuant to this Agreement and Warrant Shares pursuant to any exercise of the Warrants.

  • National Stock Number (NSN) The National Stock Number (NSN) for an item of supply consists of the applicable four-position Federal Supply Class (FSC) plus the applicable nine-position NIIN assigned to the item of supply. (End of text) C-204-H001 USE OF NAVY SUPPORT CONTRACTORS FOR OFFICIAL CONTRACT FILES (NAVSEA) (OCT 2018)

  • Common Stock 1 Company........................................................................1

  • Purchase and Sale of Shares 2.1.1. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, Seller shall sell, transfer and deliver to Buyer, free and clear of all Liens (other than Liens under the Securities Act and any other applicable state or foreign securities Laws), and Buyer shall purchase from Seller, all right, title and interest in and to the Shares.

  • Purchase of Shares For the sum of $25,000 (the “Purchase Price”), which the Company acknowledges receiving in cash, the Company hereby issues the Shares to the Subscriber, and the Subscriber hereby purchases the Shares from the Company, subject to forfeiture, on the terms and subject to the conditions set forth in this Agreement. Concurrently with the Subscriber’s execution of this Agreement, the Company shall, at its option, deliver to the Subscriber a certificate registered in the Subscriber’s name representing the shares (the “Original Certificate”), or effect such delivery in book-entry form.

  • Sale of Shares The Issuer grants to Distributors the right to sell shares on behalf of the Issuer during the term of this Agreement and subject to the registration requirements of the Securities Act of 1933, as amended ("1933 Act"), and of the laws governing the sale of securities in the various states ("Blue Sky Laws") under the following terms and conditions: Distributors (i) shall have the right to sell, as agent on behalf of the Issuer, shares authorized for issue and registered under the 1933 Act, and (ii) may sell shares under offers of exchange, if available, between and among the funds advised by Fidelity Management & Research Company ("FMR") or any of its affiliates.

  • Shares The term “

  • Toll-Free Number The Contractor shall provide a toll-free telephone number for Authorized User usage which must be staffed at a minimum from 9:00 AM to 5:00 PM EST Monday through Friday. This information is set forth in Appendix G.

  • Fractional Shares No fractional shares or scrip representing fractional shares shall be issued upon the conversion of this Note. As to any fraction of a share which the Holder would otherwise be entitled to purchase upon such conversion, the Company shall at its election, either pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied by the Conversion Price or round up to the next whole share.

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