Top-Up Shares. “Top-Up Shares” shall have the meaning set forth in Section 1.4(a).
Top-Up Shares. In any registration pursuant to Section 4.2(a) in which the aggregate price to the public of all Registrable Securities included therein is not reasonably expected to exceed $25 million, the Company shall add to such registration that number of shares of Registrable Securities as would have an aggregate value, at the reasonably anticipated price per share, such that the reasonably anticipated aggregate price to the public of all Registrable Securities included therein shall equal $25 million (the “Top-Up Shares”) and shall cause such Top-Up Shares to be offered by the Company in such registration together with the Registrable Securities offered by Lightyear and any other Holders therein; provided, however, that the number of Top-Up Shares shall be reduced on a share for share basis by up to 50% to the extent other Holders or Other Holders exercise incidental registration rights in connection with such registration.
Top-Up Shares. If, as of the end of the Future Sales Period, Purchaser has not acquired an additional 14,862,313 Shares through Future Sales, Purchaser shall, on a one-time basis, purchase from Sellers, and in such case Sellers shall sell to Purchaser, up to an additional 14,862,313 Shares, reduced as to each Seller in accordance with this Section 3.1 (the shares to be purchased, the “Top-Up Shares”, and the purchase and sale of the Top-Up Shares, the “Top-Up Sale”). For such purposes, each Seller shall be obligated to sell to the Purchaser, and the Purchaser shall be obligated to purchase from each Seller: (1) the number of Shares specified for such Seller in the Future Purchase Schedule, minus (2) the number of Shares sold by such Seller to Purchaser through exercise of the Put Right during the Future Sales Period, minus (3) the number of Shares offered by such Seller and not acquired by Purchaser pursuant to the ROFR during the Future Sales Period.
Top-Up Shares. 4.1 If
(i) Subscriber has held any Merger Consideration Shares issued to Subscriber on the Conversion Date for all three Bonus Years; and
(ii) the lowest volume-weighted average closing price of the Merger Consideration Shares is less than $4.50 per share for any ten (10) consecutive trading days during the last month prior to the third anniversary day of the Conversion Date (the “Low Price”), then, the Combined Company shall make up the difference between (i) the Low Price and (ii) $4.50, by either (x) issuing additional shares to Subscriber in accordance with Section 4.2(a); or (y) issuing additional shares to Subscriber and making a cash payment to Subscriber in accordance with Section 4.2(b).
(a) If the Low Price is equal to or more than $1.00, the Combined Company shall issue to Subscriber a number of shares (the “Top-Up Shares”) calculated using the following formula: Number of Top-Up Shares = (X – Y)*Z
Top-Up Shares. The Shares, when added to (i) the Tender Offer Shares (as defined in the SPA), if any, and (ii) the SPA Consideration Shares, constitute 15% of the outstanding shares of Company Stock (treating the SPA Consideration Shares and the Shares as outstanding for purposes of such calculation).
Top-Up Shares. The Corporation hereby covenants and agrees to complete a Liquidity Event not later than September 30, 2022 (the "Liquidity Event Deadline"). If the Corporation has not completed a Liquidity Event on or prior to the Liquidity Event Deadline, the Corporation shall, not later than 10 Business Days after the Liquidity Event Deadline, issue to each Shareholder that is on the date of the Liquidity Event Deadline either part of the Investors Group or a holder of Investors Shares pursuant to a Transfer effected in accordance with this Agreement, one additional Common Share (each a "Top-Up Share") for every 10 Common Shares held by such Shareholder without payment of additional consideration. No fractional Top-Up Shares will be issued or otherwise provided for hereunder. The Corporation and the Shareholders who receive the Top-Up Shares hereby agree that (i) the issuance of the Top-Up Shares represents compensation and is not a penalty, (ii) the liabilities and damages that may be incurred or suffered by the Shareholders in circumstances where the Top-Up Shares are issuable are impossible or very difficult to accurately estimate, and (iii) the issuance of the Top-Up Shares represents liquidated damages, which are a reasonable pre-estimate of the anticipated or actual losses or damages that might be suffered or incurred by the Shareholders as a result of the Corporation not completing a Liquidity Event on or prior to the Liquidity Event Deadline.
Top-Up Shares. Intentionally deleted.
Top-Up Shares. If the Top-Up Option shall have been exercised, the Top-Up Shares shall have been validly issued and delivered to Merger Sub.
Top-Up Shares. In the event that the arithmetic average of the VWAP per share of Common Stock for the 30 Trading Days immediately prior to the Additional Closing Date for any Additional Purchase and Sale (the “Measurement Price”) fails to exceed the Threshold Price, the Purchaser shall purchase, and the Company shall issue and sell to the Purchaser, the number of shares of Common Stock (the “Top Up Shares”) with an aggregate value (based on the Measurement Price) equal to (i) the value of the Delayed Draw Common Shares to be issued in connection with such Additional Closing (valued based on the Threshold Price) less (ii) the value of the Delayed Draw Common Shares to be issued in connection with such Additional Closing (valued based on the Measurement Price); provided that the aggregate number of Initial Closing Common Shares, Initial Closing II Common Shares, Delayed Draw Common Shares and Top Up Shares to be issued in connection with all Closings shall not exceed 13,975,000 (subject to equitable adjustment for any stock split, stock dividend or stock combination of the Common Stock occurring on or after the date of this Agreement and prior to the Initial Closing or pursuant to Section 1.1(e) from time to time, the “Total Transaction Common Commitment”).
