Agreed Shares definition

Agreed Shares means, if applicable, the number of Buyer Common Shares equal to the quotient of (x) the Agreed Stock Consideration Value divided by (y) the Agreed Buyer Share Issue Price (rounded up to the nearest whole share) (as converted from United States Dollars to Euros on the basis of an EUR/USD exchange rate of 1.079).
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Agreed Shares means those Equalnet Shares issued in settlement of claims or litigation between Equalnet and Greyrock Credit Equalnet and S.A. Tel and Equalnet and Qwest so long as the terms of settlement of any such litigation shall, in each case, be reasonably satisfactory to Orix. Agreed Shares shall also include those Equalnet Shares issuable pursuant to the $20,000,000 "earnout" provisions contained in the merger agreement with Intellesis and the ACMI Asset Purchase Agreement; PROVIDED, HOWEVER, that such Agreed Shares shall not include Equalnet Shares already issued or issued prior to the Effective Time pursuant to such "earnout" provisions or Equalnet Shares not yet issued in connection with such acquisition solely due to the need for the approval of the stockholders of Equalnet for such issuance, or any reverse stock split.
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Agreed Shares means such number of shares of Parent Series B Preferred Stock equal to the quotient of (a) all Agreed Amounts with respect to claims of Parent Indemnitees since the previous Distribution Date (or in the case of the Initial Distribution Date, since the Effective Time), divided by (b) the Holdback Per Share Value as of the applicable Distribution Date.
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Examples of Agreed Shares in a sentence

  • Agreed "Shares Outstanding Beginning of the Day" to the previous day's Worksheet and to the transfer agency records for each class.

  • The Seller (or its applicable wholly-owned Subsidiary) will be acquiring the Agreed Shares, if any, for the purpose of investment and not with a view to, or for resale in connection with, the distribution thereof in violation of applicable federal, state or provincial securities Laws.

  • The Buyer shall use its reasonable best efforts to (a) obtain all necessary permits and qualifications, if any, or secure an exemption therefrom, required by any state in the United States prior to the issuance of the Agreed Shares and (b) cause such authorization, approval, permit or qualification to be effective as of the Closing.

  • The Seller acknowledges that the sale of any Agreed Shares hereunder has not been registered under the Securities Act of 1933 (the “Securities Act”) or any other securities Laws, and that any Agreed Shares may not be sold, transferred, offered for sale, pledged, hypothecated, or otherwise disposed of without registration under the Securities Act or other applicable securities Laws, pursuant to an exemption from the Securities Act or in a transaction not subject thereto.

  • Following the Initial Distribution Date, the Aggregate Holdback Share Amount shall be reduced by the Agreed Shares as of such date and the number of shares distributed to Eligible Stockholders with respect to such Initial Distribution Date.

  • If the Company terminates this Agreement pursuant to either clause (i) or clause (ii) of the preceding sentence, then the Consultant shall return 400,000 of the Agreed Shares to the Company.

  • Phospholipases D1 and D2 regulate different phases of exocytosis in mast cells.

  • The Agreed Shares, when issued and delivered in compliance with the provisions of this Agreement, will be validly issued, fully paid and nonassessable.

  • Following a Post-Initial Distribution Date, the Aggregate Holdback Share Amount shall be reduced by the Agreed Shares as of such date and the number of shares distributed to Eligible Stockholders with respect to such Post-Initial Distribution Date.

  • In parallel, the Tender Offeror conducted negotiations with the Tender-Agreed Shareholders on the number of the Tender- Agreed Shares and the Tender Offer Price until early May 2021.

Related to Agreed Shares

  • Consideration Shares has the meaning ascribed thereto in Section 2.2.

  • Sold Shares shall have the meaning specified in Section 6.

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

  • ASA Shares has the meaning set forth in 2.4(a).

  • Subscribed Shares means, as of any date of determination, the Subscribed Shares (as defined in the recitals to this Subscription Agreement) and any other equity security issued or issuable with respect to the Subscribed Shares by way of stock split, dividend, distribution, recapitalization, merger, exchange, or replacement, and (ii) “Subscriber” shall include any person to which the rights under this Section 5 shall have been duly assigned.

  • Owned Shares means all Shares which are beneficially owned by Shareholder or any of its controlled Affiliates as of the date hereof.

  • Initial Shares means all of the outstanding shares of Common Stock issued prior to the consummation of the Company’s initial public offering.

  • Stockholder Shares means all securities of the Company registered in the name of, or Beneficially Owned by the Stockholder Parties, including any and all securities of the Company acquired and held in such capacity subsequent to the date hereof.

  • Escrowed Shares has the meaning set forth in Section 2.4.

  • Purchased Shares has the meaning set forth in Section 2.01.

  • Transferred Shares means all or any portion of a Member’s Shares that the Member seeks to Transfer.

  • Retained Shares has the meaning set forth in the recitals.

  • Sale Shares means [Insert total number of shares of the Company] Shares, representing 100 percent of the total issued, subscribed and fully paid-up equity share capital of the Company held by the Shares Seller and Nominees as more particularly described in Annexure A attached hereto;

  • Founder Shares shall have the meaning given in the Recitals hereto and shall be deemed to include the shares of Common Stock issuable upon conversion thereof.

  • Original Shares means, when used in reference to any one or more Stockholders, the Shares held by such Stockholder on November 30, 2010, or any shares or other securities into which or for which such Shares may have been converted or exchanged in connection with any exchange, reclassification, dividend, distribution, stock split, combination, subdivision, merger, spin-off, recapitalization, reorganization or similar transaction.

  • Purchaser Shares means the common shares in the capital of the Purchaser.

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

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

  • Subject Shares means that number of Shares set forth on the Securityholder’s signature page attached to this Agreement, being all of the Shares owned legally or beneficially, either directly or indirectly, by the Securityholder or over which the Securityholder exercises control or direction, either directly or indirectly, and shall further include any Shares issued upon the conversion, exercise or vesting, as applicable, of Convertible Securities or otherwise acquired by the Securityholder after the date hereof.

  • Coop Shares Shares issued by a Cooperative Corporation.

  • 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.

  • Option Shares shall have the meaning ascribed to such term in Section 2.2(a).

  • Acquired Shares has the meaning set forth in the Recitals.

  • Founders’ Shares means 1,000 shares with a par value of $1 per share, 500 of which were issued to MACRO Securities Depositor, LLC and 500 of which were issued to Claymore Securities, Inc., in exchange for the Initial Deposit.

  • Unit Shares has the meaning ascribed thereto in the first paragraph of this Agreement;

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