Additional Parent Shares definition

Additional Parent Shares has the meaning set forth in Section 2.6(a)(ii)(C).
Sample 1
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.
Sample 1
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).
Sample 1

Examples of Additional Parent Shares in a sentence

  • In the event the Audited Financial Statements reflect annual net income of less than $500,000, the number of Additional Parent Shares issuable pursuant to Section 1.12 shall be reduced (in the order such shares become payable pursuant to clauses (1)-(11) of Section 1.12(b), by .54 shares for each $1.00 of such shortfall in annual net income.

  • Parent shall issue any Additional Parent Shares that are due in accordance with this Section 3.2 and shall deliver, or cause its transfer agent to deliver to Shareholders the certificates representing such Additional Parent Shares, within ten (10) business days following the end of the applicable HATP Calculation Period.

  • Seller is acquiring the Parent Shares issued as partial payment of the Purchase Price hereunder, and any Additional Parent Shares (as defined in the Lock-Up Agreement), for investment purposes only and, except as contemplated by this Agreement or the Lock-Up Agreement, not with a view to, or for resale in connection with, any distribution of shares nor with any present intention of dividing its participation with others.

  • From and after the Effective Time, each -------------------- certificate representing the Company Shares shall be deemed to represent the right to receive the Merger Consideration and the Additional Parent Shares, as applicable, on a pro rata basis, as contemplated by this Article III.

  • The "Additional Stock Exchange Ratio" means the quotient obtained by dividing the number of Additional Parent Shares by the Aggregate Company Common Number.

  • Nothing in the preceding provisions shall in any way place any restrictions on the ability of Seller or any permitted transferees of Seller from transferring the Parent Shares or Additional Parent Shares to Buyer Parent pursuant to the terms of the Lock-Up Agreement.

  • Any such reallocation of Parent Shares among Company Unitholders shall be reflected in an amended notice signed by the Unitholder Representative and delivered to Parent and any Additional Parent Shares so reallocated shall remain in the hands of the Company Unitholder to whom they are reallocated subject to the same restrictions on transfer and forfeiture provided hereby as if such Additional Parent Shares had originally been issued to such Company Unitholder.

  • Parent shall issue the Aggregate Number of Parent Shares, the Additional Parent Shares (as such terms are defined under Section 1.6(h) of this Agreement) and the Undistributed Converted Debt Parent Shares in exchange for all of the shares of Company Common Stock.

  • 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.

  • 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.


More Definitions of Additional Parent Shares

Additional Parent Shares has the meaning set forth in the Amended SPA.
Sample 1

Related to Additional Parent Shares

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

  • Acquisition Shares means each class of shares of beneficial interest 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 affirmative vote of the holders of a majority of the votes cast by holders of outstanding shares of Parent Stock on the proposal to approve the issuance of Parent Stock as provided in this Agreement at the Parent Special Meeting.

  • Parent Warrants has the meaning set forth in Section 5.3(a).

  • 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 shares issued by companies incorporated in the PRC and listed on the SSE or the SZSE, traded in RMB and available for investment by domestic investors through Stock Connect.

  • 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;

  • Parent Share Price means the average of the volume weighted averages of the trading prices of Parent Common Shares on NYSE (as reported by Bloomberg L.P. or, if not reported therein, in another authoritative source mutually selected by Parent and the Company in good faith) on each of the 20 consecutive trading days ending on (and including) the trading day that is two trading days prior to the Closing Date.

  • Amalco Common Shares means the 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.