Backstop Common Shares definition

Backstop Common Shares shall have the meaning set forth in the Recitals hereof.
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Backstop Common Shares has the meaning set forth in Section 6.5(a).
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Examples of Backstop Common Shares in a sentence

  • The issuance of the Securities will not be subject to any pre-emptive or similar rights, it being acknowledged by the Purchaser that the number of Equity Backstop Common Shares it may be entitled to receive pursuant to this Agreement will depend on the number of Common Shares issued to those Persons who have exercised Rights prior to the Expiry Time.

  • The Issuer shall take all action as may be required and appropriate so that the Rights, the Common Shares issuable upon exercise of the Rights, the Equity Backstop Common Shares and the Common Shares issuable from time to time upon conversion of the Equity Backstop Preferred Shares are approved for listing and posting for trading on the TSXV as of the Closing Date, subject to receipt of customary final documentation.

  • The Purchaser is acquiring the --------------------------- Preferred Shares, any shares of Common Stock issued upon conversion thereof and the Back-stop Common Shares for its own account for investment and not with a view toward distribution in a manner which would violate the Securities Act.

  • Back-stop Shares: The Back-stop Common Shares or the Back-stop Preferred Shares, as the case may be.

  • Neither the Company nor any Person acting on behalf of the Company has taken or will take any action which would subject the offering, issuance or sale of any of the Preferred Shares or the Back-stop Common Shares to the provisions of Section 5 of the Securities Act.

  • For purposes of this subsection, the “Sliding Proportionate Backstop Percentage” with respect to the Backstop Common Shares means an amount determined by multiplying (A) twenty-seven percent (27%) by (B) the quotient obtained by dividing (1) the total number of days between (and including) (x) the date of exercise of Pinnacle’s right to purchase the Sliding Proportionate Backstop Percentage of the Backstop Common Shares and (y) the Third Backstop Anniversary, by (2) seven hundred and thirty (730).

  • The Purchaser understands that -------------------------- neither the Preferred Shares nor the Back-stop Common Shares or any Common Stock issuable upon conversion of the Preferred Shares has been, or shall upon delivery be, registered under the Securities Act and that the certificates evidencing the Preferred Shares, the Back-stop Common Shares and such Common Stock shall bear a legend to that effect.

  • All the above persons may make claims related to matters of the Bank in accordance with the Articles.

  • For greater certainty, the Issuer acknowledges and agrees that, based on the representations and warranties made by the Purchaser in Section 7.1 hereof and subject to compliance by the Purchaser with the restrictions set forth in Section 3.1, the Purchaser is entitled to subscribe for Securities under the Basic Subscription Right, the Additional Subscription Privilege, as well as for the Equity Backstop Common Shares under applicable Securities Laws.

  • The Purchaser and its transferees shall -------------------- comply with all filing and other reporting obligations under all Requirements of Law, including, but not limited to, the HSR Act, which may be applicable to the Purchaser with respect to the Preferred Shares, the Back-stop Common Shares and shares of Common Stock issuable upon conversion of the Preferred Shares.

Related to Backstop Common Shares

  • Amalco Common Shares means the common shares in the capital of Amalco;

  • 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.

  • New Common Shares means the common stock or common equity of Reorganized XOG to be issued on the Effective Date.

  • Purchaser Common Stock means the common stock, par value $0.01 per share, of Purchaser.

  • Common Shares means the common shares in the capital of the Corporation;

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

  • Class A Common Shares means class A common shares of a nominal or par value of US$0.00001 each in the capital of the Company having the rights provided for in the Memorandum and Articles of Association, and any shares into which such class A common shares may be converted.

  • Acquiror Common Stock means the common stock, $0.001 par value per share, of Acquiror.

  • Newco Common Stock means the common stock, par value $.01 per share, of Newco.

  • Class B Common Shares means the Class B Convertible Voting Common Shares of the Company, par value $1.00 per share.

  • Series A Common Stock means the Series A Common Stock, par value $0.01 per share, of the Company.

  • Series B Common Stock means the Series B Common Stock, par value $0.01 per share, of the Company.

  • Common Warrants means, collectively, the Common Stock purchase warrants delivered to the Purchasers at the Closing in accordance with Section 2.2(a) hereof, which Common Warrants shall be exercisable immediately upon issuance and have a term of exercise equal to five (5) years from the initial exercise date, in substantially the form of Exhibit A attached hereto.

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

  • Closing Shares shall have the meaning ascribed to such term in Section 2.1(a)(i).

  • Common Stock Consideration has the meaning set forth in Section 1.6(b).

  • Pubco Common Stock means all classes and series of common stock of Pubco, including the Class A Common Stock and Class B Common Stock.

  • Holdings Common Stock means the common stock of Holdings, par value $.01 per share.

  • Closing Warrants shall have the meaning ascribed to such term in Section 2.1(a)(ii).

  • Per Share Stock Consideration has the meaning set forth in Section 3.01(a)(i).

  • Investor Warrants has the meaning given it in the recitals of this Agreement.

  • Series B Shares means the shares of Fixed Rate Cumulative Perpetual Preferred Stock, Series B, of the Company.

  • 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.

  • New Common Stock means shares of Common Stock and/or securities convertible into, and/or other rights exercisable for, Common Stock, which are offered or sold in a New Transaction.

  • Old Common Stock means the Company's common stock, par value $.01 per share, outstanding as of the date of the Company's filing of the petition commencing the Chapter 11 Case.

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