Assigned Shares definition

Assigned Shares means a number of shares of Buyer Class A Common Stock equal to the product of (a) the number of shares of Buyer Class A Common Stock redeemed pursuant to exercise of the Buyer Stockholder Redemption Right minus 2,000,000 and (b) 26.6%; provided, however, that the number of Assigned Shares shall in no event be less than zero or greater than 5,450,422.
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Assigned Shares has the meaning set forth in Section 6.4.
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Assigned Shares as used herein and in the Assignment Execution Form, shall mean the aggregate of the Commitments of Assignor assigned, as set forth in Section 4 of the Assignment Execution Form.
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Examples of Assigned Shares in a sentence

  • Please immediately transfer all of the Assigned Shares to our company/[insert entity or individual’s name] pursuant to the Call Option Agreement within [insert days] days upon receipt of this notice.

  • Simultaneously herewith or shortly after the Closing, the Buyer will deliver payment of the purchase price in the form provided below and the Seller will direct the Company’s transfer agent (the “Transfer Agent) to register such Assigned Shares in Buyer’s name, effective as of the Closing.

  • The closing of the purchase and sale of the Assigned Shares under this Agreement shall occur simultaneously with the execution of this Agreement by the Parties and shall be effective as of the date first noted above.

  • Subject to and in accordance with the terms and conditions of this Agreement, Seller agrees to sell and assign to Buyer, and Buyer agrees to purchase and acquire from Seller, all of Seller’s right, title and interest in and to the Assigned Shares free and clear of all encumbrances other than the Permitted Share Encumbrances.

  • The total purchase price, subject to adjustment in accordance with the terms of this Agreement, to be paid to Seller by Buyer for the Assets and the Assigned Shares is $800,000,000) (the “Base Purchase Price”).

  • In the event of such an assignment, such Permitted Assignees will assume Buyer’s obligations under this Agreement in regards to the Assigned Shares.

  • Except as described in Schedule 6.4 and for Permitted Share Encumbrances, the Assigned Shares are held, as set forth above, and will be delivered at Closing, free and clear of any encumbrances, and there are no options, warrants or rights of conversion or other rights, agreements, arrangements or commitments obligating any of the Companies to issue any of its shares or other securities, or securities convertible into or exchangeable for its shares or other securities.

  • Except as set forth in the organizational documents of the Companies provided to Buyer prior to the date hereof, the Assigned Shares are not subject to any voting trusts, proxies or other contracts or understandings with respect to voting, redemption, sale, transfer or other disposition thereof.

  • Buyer shall also be responsible for the payment of any and all stamp, documentary, real property transfer, sales, gross receipts, use or similar Taxes or assessments resulting from its acquisition of the Assets and the Assigned Shares contemplated by this Agreement.

  • The total number of shares of capital stock of the Companies issued, authorized or outstanding as of the Execution Date is set forth on Schedule 6.4. The Assigned Shares have been duly authorized and validly issued, are fully paid and nonassessable and were not issued in violation of any Laws.


More Definitions of Assigned Shares

Assigned Shares as defined in the EP Acquisition Agreement; provided that the “EP Assets” does not include the Arkoma Assets or the “Excluded Assets” as defined in the EP Acquisition Agreement.
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Assigned Shares means 300,000 shares of the issued and outstanding common stock of the Parent, which the Buyer and the Seller agree have a total value of $4,500,000 based on the offering price of the Company’s common stock as of the date hereof; provided that the Buyer may deliver an equivalent amount of cash in lieu of a portion of such shares as long as the total combined value of the cash and shares is equal to $4,500,000.
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Assigned Shares has the meaning set forth in Section 6.4. “Assignment” means a document in the form of Exhibit E. “Assumed Liabilities” has the meaning set forth in Section 2.10. “Available Employees” has the meaning set forth in Section 8.10(b). “Barrel” or “Bbl” means 42 U.S. gallons. “Base Purchase Price” has the meaning set forth in Section 2.3. “BLM” means the Bureau of Land Management, Department of the Interior, United States of America. “Benefit Plan” means any “employee benefit plan” within the meaning of Section 3(3) of ERISA (whether or not subject to ERISA) and any employment, retention, profit-sharing, bonus, stock option, stock purchase, restricted stock and other equity- or equity-based, incentive, deferred compensation, severance, termination or other benefit plan, program, policy, agreement or arrangement sponsored, maintained or contributed to by Seller or any of its Affiliates or any of their respective ERISA Affiliates for the benefit of any current or former Available Employee, other than any Multiemployer Plan.
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Assigned Shares means shares of 2246329 Ontario Limited, a corporation incorporated under the laws of the Province of Ontario and a direct, wholly-owned subsidiary of NorRock Realty Finance L.P.;
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Related to Assigned Shares

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

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

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

  • Covered Shares means, with respect to the Shareholder, (i) the Existing Shares, together with (ii) any shares of Common Stock or other voting capital stock of the Company and any securities convertible into or exercisable or exchangeable for shares of Common Stock or other voting capital stock of the Company, in each case under this clause (ii) that such Shareholder acquires Beneficial Ownership of on or after the date hereof.

  • 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.

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

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

  • Optioned Shares means the shares of Common Stock that are issued pursuant to the exercise of the Options;

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

  • 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.

  • 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.

  • Transfer Shares has the meaning ascribed to such term in Section 6.2(a)

  • 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;

  • 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.

  • 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.

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

  • Vested Shares means "Vested Shares" as defined in the Award Agreement.

  • Unvested Shares means "Unvested Shares" as defined in the Award Agreement.

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

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

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

  • Offered Shares has the meaning set forth in Section 3.02(a).

  • Restricted Shares shall have the respective meanings set forth in Section 2.14.

  • Purchased Stock means a right to purchase Common Stock granted pursuant to Article IV of the Plan.

  • Coop Shares Shares issued by a Cooperative Corporation.

  • Award Shares means Shares covered by an outstanding Award or purchased under an Award.