Aggregate Parent Share Number definition

Aggregate Parent Share Number means the product of (x) the Exchange Ratio (before any adjustment pursuant to Section 2.1(f)) and (y) the Aggregate Company Share Number.
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Aggregate Parent Share Number. Section 2.1(f)(iii)(C)
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Aggregate Parent Share Number means 864,200 shares of Parent Common Stock (as appropriately adjusted to reflect the effect of any stock split, stock dividend, stock combination, reorganization, reclassification or similar change occurring after the date of this Agreement and prior to the Effective Time).
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Examples of Aggregate Parent Share Number in a sentence

  • The "EXCHANGE RATIO" shall mean the quotient obtained by dividing (x) the Aggregate Parent Share Number by (y) the sum of (A) the Aggregate Company Common Number, plus (B) the Aggregate Company Option Number.

  • Transaction fees and expenses not paid by Parent in accordance with the preceding proviso shall be "Excluded Expenses." If Excluded Expenses are not paid in cash by the Company Shareholders and are paid by the Parent or the Company, the amount of such Excluded Expenses (i) shall reduce the Aggregate Parent Share Number in accordance with Section 1.5 hereof or (ii) shall be paid out of the Escrow Fund.

  • Promptly after the Effective Time, Parent shall make available to the Exchange Agent for exchange in accordance with this Article I, the Aggregate Parent Share Number in exchange for outstanding shares of Company Capital Stock; provided that, on behalf of the holders of Company Capital Stock, Parent shall cause the Exchange Agent to deposit into an escrow account a number of shares of Parent Common Stock equal to the Escrow Amount out of the Aggregate Parent Share Number.

  • The right to receive shares of Parent Common Stock as of the Effective Time in the Merger will be by way of distribution of such shares from Merger Sub following the contribution by Parent to Merger Sub of shares of Parent Common Stock equal to the Aggregate Parent Share Number immediately prior to the Effective Time.

  • Transaction expenses not paid by Parent shall be "Excluded Expenses." If Excluded Expenses are not paid in cash by the Company Shareholders, the amount of such fees (i) shall reduce the Aggregate Parent Share Number in accordance with Section 1.5 hereof or (ii) shall be paid out of the Escrow Fund.

  • The maximum number of shares of Parent Common Stock to be issued (including Parent Common Stock to be reserved for issuance upon exercise of all of the Company's outstanding options) in exchange for the acquisition by Parent of all outstanding Company Capital Stock shall be equal to the Aggregate Parent Share Number (as defined in Section 1.6(h)(iii)).

  • The "ESCROW AMOUNT" shall be a number of shares of Parent Common Stock obtained by multiplying (x) the Aggregate Parent Share Number by (y) 0.05.

  • The "EXCHANGE RATIO" shall mean the quotient obtained by dividing (x) Aggregate Parent Share Number by (y) the sum of (A) the Aggregate Company Common Number, plus (B) the Aggregate Company Option Number.

  • The maximum number of shares of Parent Common Stock to be issued (including Parent Common Stock issued to Merger Sub and held by the Surviving Corporation for distribution upon exercise of any of the Company's options to be assumed by Parent) in exchange for the acquisition by Parent of all outstanding Company Capital Stock shall be equal to the Aggregate Parent Share Number (as defined in Section 1.6(g)(iii)).

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More Definitions of Aggregate Parent Share Number

Aggregate Parent Share Number. Section 2.1(f) "Aggregate Parent Share Value" Section 2.1(f) "Agreement" Preamble "Appraisal Shares" Section 2.1(e) "Biologic" Section 3.17(a) "Canadian Filings" Section 4.5(a) "Cause" Section 6.16(e)(ii) "Certificate of Merger"
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Aggregate Parent Share Number shall be the four and one half million (4,500,000) shares of Parent Common Stock as adjusted to reflect fully the effect of any stock split, reverse split, stock dividend (including any dividend or distribution of securities convertible into Parent Common Stock), reorganization, recapitalization or other like change with respect to Parent Common Stock that occurs or has a record date after the date hereof and prior to the Effective Time.
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Aggregate Parent Share Number means 2,000,000 shares of Parent Common Stock.
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Aggregate Parent Share Number means 3,363,823.
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Aggregate Parent Share Number means, subject to adjustment under Section 3.01(f), 9,380,312 shares of Parent Common Stock.
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Related to Aggregate Parent Share Number

  • Fully Diluted Share Number means the aggregate sum of: (i) the number of shares of Company Common Stock issued and outstanding immediately prior to the Effective Time; (ii) the number of shares of Company Common Stock issuable upon the voluntary conversion of all of the shares of Company Preferred Stock issued and outstanding immediately prior to the Effective Time into Company Common Stock and (iii) the number of shares of Company Common Stock issuable upon exercise of all Stock Options.

  • Warrant Share Number means at any time the aggregate number of shares of Warrant Stock which may at such time be purchased upon exercise of this Warrant, after giving effect to all prior adjustments and increases to such number made or required to be made under the terms hereof.

  • 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.

  • Daily Share Amount means, with respect to any VWAP Trading Day, the quotient obtained by dividing (A) the excess, if any, of the Daily Conversion Value for such VWAP Trading Day over the applicable Daily Maximum Cash Amount by (B) the Daily VWAP for such VWAP Trading Day. For the avoidance of doubt, the Daily Share Amount will be zero for such VWAP Trading Day if such Daily Conversion Value does not exceed such Daily Maximum Cash Amount.

  • Aggregate Merger Consideration has the meaning set forth in Section 2.1(a).

  • Make-Whole Acquisition Stock Price means the consideration paid per share of Common Stock in a Make-Whole Acquisition. If such consideration consists only of cash, the Make-Whole Acquisition Stock Price shall equal the amount of cash paid per share of Common Stock. If such consideration consists of any property other than cash, the Make-Whole Acquisition Stock Price shall be the average of the Closing Price per share of Common Stock on each of the 10 consecutive Trading Days up to, but not including, the Make-Whole Acquisition Effective Date.

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

  • Aggregate Stock Consideration has the meaning set forth in Section 3.01(b)(iii).

  • Per Share Amount has the meaning set forth in Section 3.01(c).

  • Share Exchange Ratio means the ratio at which the Transferee Bank shares shall be allotted to the Transferor Banks’ shareholders as set out in the Schedule; and

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

  • Exchange Ratio shall have the meaning set forth in Section 24(a) hereof.

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

  • Fully Diluted Shares means, at any time of determination, the number of shares of common stock of the applicable entity outstanding at such time, plus the number of shares of issuable upon exercise or conversion or otherwise pursuant to any in-the-money common stock equivalents of such entity outstanding at such time.

  • Maximum Share Amount shall have the meaning set forth in Section 2.01(c).

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

  • Fully Diluted Company Shares means the total number of issued and outstanding shares of Company Common Stock, (a) after giving effect to the Company Preferred Stock or otherwise treating shares of Company Preferred Stock on an as-converted to Company Common Stock basis, and (b) treating all outstanding in-the-money Specified Company Warrants as fully vested and as if the Specified Company Warrants had been exercised for cash as of the Effective Time, but for the avoidance of doubt excluding any Company Securities described in Section 1.11(b).

  • Net Share Amount has the meaning set forth in Section 3.03(c).

  • Aggregate Share Ownership Limit means not more than 9.8% in value of the aggregate of the outstanding Shares and not more than 9.8% (in value or in number of shares, whichever is more restrictive) of any class or series of Shares.

  • Buyer Preferred Stock means the preferred stock, par value $0.001 per share, of Buyer.

  • Fully Diluted Capitalization means the aggregate number, as of immediately prior to the First Equity Financing, of issued and outstanding shares of Capital Stock, assuming full conversion or exercise of all convertible and exercisable securities then outstanding, including shares of convertible Preferred Stock and all outstanding vested or unvested options or warrants to purchase Capital Stock, but excluding (i) the issuance of all shares of Capital Stock reserved and available for future issuance under any of the Company’s existing equity incentive plans, (ii) convertible promissory notes issued by the Company, (iii) any SAFEs, and (iv) any equity securities that are issuable upon conversion of any outstanding convertible promissory notes or SAFEs.

  • 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.

  • Shares Acquisition Date means the first date of public announcement by the Company or an Acquiring Person that an Acquiring Person has become such.

  • VWAP Purchase Share Percentage means, with respect to any particular VWAP Purchase Notice pursuant to Section 1(c) hereof, the percentage set forth in the VWAP Purchase Notice which the Buyer will be required to buy as a specified percentage of the aggregate shares traded on the Principal Market during normal trading hours up to the VWAP Purchase Share Volume Maximum on the VWAP Purchase Date subject to Section 1(c) hereof but in no event shall this percentage exceed thirty percent (30%) of such VWAP Purchase Date’s share trading volume of the Common Stock on the Principal Market during normal trading hours.

  • Purchaser Preferred Stock means the shares of preferred stock, par value $0.0001 per share, of the Purchaser.

  • Dilutive Issuance Notice shall have the meaning set forth in Section 5(b).