Share Limit; Cash Limit Sample Clauses

Share Limit; Cash Limit. Notwithstanding anything in this Agreement to the contrary, if at any time the Adjusted Net Base Amount exceeds the Gross Merger Consideration (such amount, the “Incremental Amount”), then Parent will not be required to (i) issue any shares of Parent Common Stock in excess of an amount that, when taken together with all shares of Parent Common Stock that Parent is to issue (or has issued) pursuant to the terms of this Agreement (including, without limitation, any shares of Parent Common Stock that Parent will subsequently issue (or has issued) in connection with any Company Equity Rights assumed by Parent pursuant to the terms of this Agreement), would reasonably be expected to require, in Parent’s good faith discretion following consultation with outside securities counsel, the prior approval of Parent’s stockholders pursuant to Nasdaq Rule 5635 (the “Parent Share Limit”), and/or (ii) pay any cash that, when taken together with all cash amounts that Parent will pay (or has paid) pursuant to the terms of this Agreement, would reasonably be expected to exceed the Parent Cash Cap. In the event that this Section 1.9(c) operates to limit the amount of Parent Common Stock that a Stockholder would otherwise be entitled to receive pursuant to the terms of this Agreement because the Parent Share Limit would be exceeded, then Parent shall substitute cash in an amount that equals the value of the Parent Common Stock (valued at the Parent Share Price) in excess of the Parent Share Limit (“Substitute Cash”); provided, however, in no event shall the amount of Substitute Cash, when taken together with all other cash amounts that Parent will pay (or has paid) pursuant to the terms of this Agreement, exceed the Parent Cash Cap; provided further that in no event shall the amount of Substitute Cash, when taken together with all other cash amounts that Parent will pay (or has paid) pursuant to the terms of this Agreement to the Stockholders prevent the Merger from qualifying as a “reorganization” under the provisions of Section 368(a) of the Code unless the Stockholder Representative consents otherwise in writing pursuant to the Company Election. In the event that the Incremental Amount would result in (x) the issuance of shares of Parent Common Stock in excess of the Parent Share Limit, and/or (y) the payment of cash in excess of the Parent Cash Cap, then the Incremental Amount shall be reduced to an amount that does not result in the Parent Share Limit and the Parent Cash ...
Sample 1

Related to Share Limit; Cash Limit

  • Transaction Limits You understand and acknowledge that your use of the Services is subject to a limit on volume (in fiat currency terms) that you may transact in a given time period. Such limits may vary, at our sole discretion, depending on a variety of factors, and we may apply higher limits to certain Account holders at our discretion.

  • Adjustment in Number of Shares Upon each adjustment of the Exercise Price pursuant to the provisions of this Paragraph 4, the number of shares of Common Stock issuable upon exercise of this Warrant shall be adjusted by multiplying a number equal to the Exercise Price in effect immediately prior to such adjustment by the number of shares of Common Stock issuable upon exercise of this Warrant immediately prior to such adjustment and dividing the product so obtained by the adjusted Exercise Price.

  • Aggregate Limit The issuance and sale of the Shares issuable pursuant to such Fixed Request Notice or Optional Amount shall not violate Sections 2.2, 2.12 and 5.5 hereof.

  • Reallocation to a Class with a Lower Salary Range Maximum 1. If the employee meets the skills and abilities requirements of the position and chooses to remain in the reallocated position, the employee retains the existing appointment status and has the right to be placed on the Employer’s internal layoff list for the classification occupied prior to the reallocation. 2. If the employee chooses to vacate the position or does not meet the skills and abilities requirements of the position, the layoff procedure specified in Article 31 of this Agreement applies.

  • Expenditure Limit The Contractor shall notify the County of Orange assigned Deputy Purchasing Agent in writing when the expenditures against the Contract reach 75 percent of the dollar limit on the Contract. The County will not be responsible for any expenditure overruns and will not pay for work exceeding the dollar limit on the Contract unless a change order to cover those costs has been issued.

  • Adjustments to Number of Shares The number of shares of Common Stock subject to this Option shall be adjusted to take into account any stock splits, stock dividends, recapitalization of the Common Stock as provided in the Stock Option Plan.

  • Minimum Cash Balance Licensee shall fund the Facility Checking Account --------------------- with an initial amount equal to $25,000.00 and thereafter Licensee shall provide the working capital required by Section I(H) of this Agreement

  • Maximum Contribution The total amount you may contribute to an IRA for any taxable year cannot exceed the lesser of 100 percent of your compensation or $6,000 for 2019 and 2020, with possible cost- of-living adjustments each year thereafter. If you also maintain a Xxxx XXX (i.e., an IRA subject to the limits of Internal Revenue Code Section (IRC Sec.) 408A), the maximum contribution to your Traditional IRAs is reduced by any contributions you make to your Xxxx IRAs. Your total annual contribution to all Traditional IRAs and Xxxx IRAs cannot exceed the lesser of the dollar amounts described above or 100 percent of your compensation.

  • Expense Limit Contractor shall not invoice the JBE, and the JBE has no obligation to reimburse Contractor, for expenses of any type that exceed in the aggregate the amount of: $[Dollar amount] for the Initial Term and $[Dollar amount] for the Option Term.

  • Maximum Total Compensation Subsection 10.1 is amended to Increase Decrease the Maximum Total Compensation from $ to $ .

Most Referenced Clauses

Most Referenced Definitions