Additional Parent Shares definition

Additional Parent Shares is defined in Section 2.7(b)
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Additional Parent Shares has the meaning set forth in the Amended SPA.
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Additional Parent Shares means such number of shares of Parent Common Stock equal to 300 shares for each $1,000.00 of the Net Offering Proceeds in excess of Eight Million Dollars ($8,000,000) that Parent shall receive through the Outside Date, which (together with the Aggregate Number of Parent Shares) shall be issued in exchange for the Aggregate Company Common Number of shares of Company Common Stock; PROVIDED, HOWEVER, that the number of Additional Parent Shares shall not exceed Two Million One Hundred Thousand (2,100,000).
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Examples of Additional Parent Shares in a sentence

  • All references in the Lock-Up Agreement to Collar Adjustment Price, Additional Parent Shares and Release Date Price are hereby removed.

  • The term of this Agreement (the “Term”) shall commence on the Effective Date and shall continue until the latest to occur of (a) the expiration of the Second Put Window and, if any one or more Holders exercises its Put during the First Put Widow or the Second Put Window, the completion of all Put Closings, and (b) the Second Release Date and, if and Additional Shares are to be released pursuant to Section 4 upon such Second Release Date, the issuance of such Additional Parent Shares.

  • Neither this Agreement nor any of the rights or ---------- obligations hereunder may be assigned by any party without the prior written consent of the other parties, provided, however, that Shareholder may assign the -------- ------- right to receive the Merger Consideration or Additional Parent Shares to any family estate planning trust, family limited partnership or similar entity.

  • Seller has such knowledge and experience in financial and business matters that it is fully capable of evaluating the merits and risks of an investment in the Parent Shares and Additional Parent Shares.

  • Seller further acknowledges that if an exemption from registration under the Securities Act is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Parent Shares and Additional Parent Shares, and requirements relating to Buyer Parent which are outside of Seller’s control, and which Buyer Parent is under no obligation and may not be able to satisfy.

  • In addition, Parent shall make equitable adjustment (such equitable agreement to be reasonably satisfactory to the Holders) to the rights of the Holders under this Agreement (including the right to receive Additional Parent Shares and the Put right) to the benefit of such rights in the event of a stock dividend or distribution, a forward or a reverse stock split or other reclassification of shares of Parent Common Stock during the Term of this Agreement.

  • Subject to the conditions of this Agreement, promptly after the Subsequent Closing, Parent shall make available to Exchange Agent the Additional Parent Shares and the Undistributed Converted Debt Parent Shares.

  • If prior to the Third Year Period, the ------------------------ Parent Shares shall be recapitalized or reclassified or Parent shall effect any stock dividend, stock split, or reverse stock split of Parent Shares, then the shares of Parent Shares to be issued as Merger Consideration or Additional Parent Shares under this Agreement, shall be proportionately and equitably adjusted to reflect any increase or decrease in the number of shares of Parent Shares resulting from such corporate event.

  • The holder of each Certificate shall receive such holder's respective PRO RATA portion of (A) the Aggregate Number of Parent Shares at the Closing (based on the Exchange Ratio) and (B) the Additional Parent Shares (based on the Additional Stock Exchange Ratio) and the Undistributed Converted Debt Parent Shares (based on the Undisputed Stock Exchange Ratio) with receipt for such shares at the Subsequent Closing.

  • Parent shall not be required to issue any Additional Parent Shares to any Holder in connection with the First Release Date or the Second Release Date, as applicable, if the applicable Release Date Price is greater than or equal to the Collar Adjustment Price.


More Definitions of Additional Parent Shares

Additional Parent Shares means the number of shares of Parent Common Stock (if any) issuable in respect of Additional Options and determined by dividing (i) the number determined by subtracting the Initial Merger Consideration from the product of (A) the Total Fully Diluted Outstanding Shares and (B) the Initial Merger Consideration divided by the sum of the Total Outstanding Shares and the aggregate number of shares of Company Common Stock issuable, with or without the passage of time or satisfaction of other conditions, upon exercise or conversion of any unvested Company Options outstanding immediately prior to the Effective Time, by (ii) the Trading Price.
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Related to Additional Parent Shares

  • Parent Shares means the shares of common stock, par value $1.00 per share, of Parent.

  • Acquisition Shares means the shares of an Acquiring Fund to be issued to the corresponding Target Fund in a reorganization under this Agreement.

  • Additional Common Shares means all common stock (including reissued shares) issued (or deemed to be issued pursuant to Section 2) after the date of the Warrant. Additional Common Shares does not include, however, any common stock issued in a transaction described in Sections 2.1 and 2.2 of the Warrant; any common stock Issued upon conversion of preferred stock outstanding on the date of the Warrant; the Shares; or common stock Issued as incentive or in a nonfinancing transaction to employees, officers, directors, or consultants to the Company.

  • Existing Warrants means any warrants to purchase Common Stock outstanding on the date of this Agreement.

  • Parent Shareholder Approval means the approval of (a) the Parent Share Issuance at the Parent Shareholders Meeting by the affirmative vote of a majority of the total votes cast by the holders of Parent Common Stock entitled to vote thereon, (b) the Parent Charter Amendment at the Parent Shareholders Meeting by the affirmative vote of a majority of the shares of Parent Common Stock outstanding and entitled to vote thereon and (c) the Parent Bylaw Amendment at the Parent Shareholders Meeting by the affirmative vote of a majority of the outstanding shares of Parent Common Stock entitled to vote thereon.

  • Parent Warrants means the outstanding warrants to purchase Parent Common Stock.

  • Initial Merger Consideration has the meaning set forth in Section 2.2(a).

  • Company Shares means the common shares in the capital of the Company;

  • Closing Shares shall have the meaning ascribed to such term in Section 2.1(a)(i).

  • Merger Sub Common Stock means the common stock, par value $0.01 per share, of Merger Sub.

  • Merger Shares has the meaning set forth in Section 2.2(c).

  • Common Shares means the common shares in the capital of the Corporation;

  • New Common Shares means the common stock or common equity of Reorganized XOG to be issued on the Effective Date.

  • Earnout Shares has the meaning set forth in Section 3.6(a).

  • Company Share means one share of common stock of the Company, $0.01 par value per share.

  • Additional Shares shall have the meaning specified in Section 14.03(a).

  • Per Share Merger Consideration has the meaning set forth in Section 3.1(a).

  • A Shares means a participating share of no par value in the capital of the Fund, denominated in US Dollars;

  • Existing Common Stock means shares of common stock of Delphi that are authorized, issued, and outstanding prior to the Effective Date.

  • Additional Ordinary Shares means Ordinary Shares issued by the Guarantor following the issuance of the Subscribed Ordinary Shares;

  • Amalco Common Shares means common shares in the capital of Amalco;

  • B Shares means a participating share of no par value in the capital of the Fund, denominated in Euro(s);

  • Co-op Shares Shares issued by private non-profit housing corporations.

  • Buyer Shares means the common stock, with a par value of $0.0001 per share, of Buyer.

  • Additional Common Stock herein shall mean in the most broadest sense all shares of Common Stock hereafter issued by the Borrower (including, but not limited to Common Stock held in the treasury of the Borrower and common stock purchasable via derivative security or option on the date of such grant ), except Common Stock issued upon the conversion of any of this Convertible Note or Warrant.

  • Existing Preferred Stock means, collectively, the outstanding shares of the Series E 6% Convertible Preferred Stock of the Corporation.