Residual Shares. Each share of Company Common Stock that remains available for issuance pursuant to the Company Equity Plan as of the Second Effective Time (the “Residual Shares”) shall, in accordance with the Company Equity Plan, be converted at the Second Effective Time into the number of shares of HoldCo Common Stock equal to the product of the number of such Residual Shares and the Exchange Ratio (such shares of HoldCo Common Stock, the “Assumed Shares”).
Residual Shares. Each Seller and the Seller Representative understands, acknowledges, and agrees that (a) neither such Seller, nor any other Person shall be entitled to any dividends related to the 5% of Common Stock retained by such Seller in the transaction (the “5% Residual Shares”), (b) there is no public trading market for the 5% Residual Shares, (c) there is no current plan to list or register the 5% Residual Shares in the future, and (d) neither any Seller, nor any other Person, has any rights to demand any registration, listing or quotation of the 5% Residual Shares. Each Seller hereby irrevocably waives any rights to revenues, profits, preferences or such other source of cash or capital solely as a result of his retention of the 5% Residual Shares or any portion thereunder, and that the 5% Residual Shares shall only carry with it the voting rights concomitant with the ownership of such shares.
Residual Shares. Any shares of Company Common Stock that remain available for issuance pursuant to any Company Stock Plan as of the Effective Time (the “Residual Shares”) shall, in accordance with such Company Stock Plan, be converted at the Effective Time into the number of shares of Parent Common Stock equal to the product of the number of such Residual Shares and the Exchange Ratio (such shares of Parent Common Stock, the “Assumed Shares”).
Residual Shares. (a) Within ten (10) business days of the consummation of a Sonenshine Partners Fee Satisfaction Transaction, Pappajohn, Sxxxxxxx and Wxxxxx shall execute and deliver to the Sonenshine Partners Escrow Agent a Disbursement Notice (as defined in the Sonenshine Partners Escrow Agreement) that provides for the distribution from escrow to PATY an amount of Escrow Shares (as defined in the Sonenshine Partners Debt Escrow Agreement) equal to the lesser of (i) the number of shares of PATY Common Stock issued or issuable as a result of such Sonenshine Partners Fee Satisfaction Transaction and (ii) the balance of the Escrow Shares (as defined in the Sonenshine Partners Debt Escrow Agreement).
Residual Shares. New Securities remaining unallocated after compliance with clauses 5.2 to 5.5 may, at any time within 4 months of the date the New Securities are offered to Offerees under clause 5.3, be disposed of by the Board in the manner it thinks most beneficial to the Company and may be offered to any person or persons the Board is prepared to register as a Shareholder, provided that the consideration for and terms of the issue must not be more favourable than those offered to the Offerees under clause 5.3.
Residual Shares. Subject to the satisfaction of and upon the terms and conditions of this Agreement, at the Closing, as defined herein, CAI agrees to sell and transfer the Residual Shares, and MMPT agrees to purchase the Residual Shares, in exchange for that number of shares of MMPT Common Stock (the "MMPT Shares") equal to the CA Allocation times the Stock Exchange Ratio, as such terms are defined in the Merger Agreement. The Company and MMPT agree that without the prior written consent of CAI, they shall not take any action to amend the Merger Agreement that would change the definitions or the amounts of the CA Allocation and the Stock Exchange Ratio. If between the date of this Agreement and the Effective Time the Purchaser Common Stock shall have been changed into a different number of shares or a different class, by reason of any stock dividend, subdivision, reclassification, recapitalization, split-up, combination, exchange of shares or the like, the number of shares of Purchaser Common Stock to be delivered pursuant to this Agreement shall be correspondingly adjusted. As of the date hereof, the Fully Diluted Company Shares (as defined in the Merger Agreement) is 10,875,610 and the CA Allocation is 1,208,401. Schedule 2.1 sets forth a computation schedule used by the parties to illustrate the number of shares of MMPT Common Stock which would be issued in connection with the Merger based on the capitalization of the Company as of the date hereof.
