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.
Buyer Shares means the common stock, with a par value of $0.0001 per share, of Buyer.
Merger Shares has the meaning set forth in Section 2.2(c).
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).
Aggregate Voting Interests The aggregate of the Voting Interests of all the Certificates under this Agreement.
Company Shares means the common shares in the capital of the Company;
Buyer Preferred Stock means the preferred stock, par value $0.001 per share, of Buyer.
Fully Diluted Shares means the sum, without duplication, of (a) the number of shares of Common Stock issued and outstanding immediately prior to the Effective Time, (b) the number of shares of Preferred Stock that are issued and outstanding immediately prior to the Effective Time and (c) the number of shares of Common Stock underlying the Restricted Stock Units or any other equity or other convertible securities that are issued and outstanding immediately prior to the Effective Time.
Co-op Shares Shares issued by private non-profit housing corporations.
Holdco Shares means the ordinary shares of HoldCo with a par value of US$0.0001 per share.
Exchange Shares has the meaning set forth in Section 2.01(b).
Acquired Shares has the meaning set forth in the Recitals.
Seller Shares means all shares of Common Stock of the Company owned as of the date hereof or hereafter acquired by a Common Holder, as adjusted for any stock splits, stock dividends, combinations, subdivisions, recapitalizations and the like.
Stock Election Shares shall have the meaning set forth in Section 3.2.1.
Aggregate Stock Consideration has the meaning set forth in Section 3.01(b)(iii).
Purchaser Shares means the common shares in the capital of the Purchaser.
Company Share means one share of common stock of the Company, $0.01 par value per share.
Parent Stock means the common stock, par value $0.01 per share, of Parent.
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.
Fair Share Contribution Amount means, with respect to a Contributing Guarantor as of any date of determination, the maximum aggregate amount of the obligations of such Contributing Guarantor under this Guaranty that would not render its obligations hereunder or thereunder subject to avoidance as a fraudulent transfer or conveyance under Section 548 of Title 11 of the United States Code or any comparable applicable provisions of state law; provided, solely for purposes of calculating the “Fair Share Contribution Amount” with respect to any Contributing Guarantor for purposes of this Section 7.2, any assets or liabilities of such Contributing Guarantor arising by virtue of any rights to subrogation, reimbursement or indemnification or any rights to or obligations of contribution hereunder shall not be considered as assets or liabilities of such Contributing Guarantor. “Aggregate Payments” means, with respect to a Contributing Guarantor as of any date of determination, an amount equal to (1) the aggregate amount of all payments and distributions made on or before such date by such Contributing Guarantor in respect of this Guaranty (including in respect of this Section 7.2), minus (2) the aggregate amount of all payments received on or before such date by such Contributing Guarantor from the other Contributing Guarantors as contributions under this Section 7.2. The amounts payable as contributions hereunder shall be determined as of the date on which the related payment or distribution is made by the applicable Funding Guarantor. The allocation among Contributing Guarantors of their obligations as set forth in this Section 7.2 shall not be construed in any way to limit the liability of any Contributing Guarantor hereunder. Each Guarantor is a third party beneficiary to the contribution agreement set forth in this Section 7.2.
Parent Preferred Stock means the preferred stock, par value $0.01 per share, of Parent.
PIPE Shares shall have the meaning given in the Recitals hereto.
ASA Shares has the meaning set forth in 2.4(a).
Buyer Stock means the common stock, par value $0.0001 per share, of Buyer.
Class A Preferred Shares shall have the meaning ascribed to it in Section 2.4(a).