Claim Shares definition
Examples of Claim Shares in a sentence
Upon determination of the Final Closing Date Company Stockholders’ Equity Calculation, any reduction in Merger Consideration shall be deducted from the Claim Shares and any increase in Merger Consideration shall result in additional Preferred Shares issued to Bimini.
In lieu of having its Claim Shares being applied to satisfy indemnifiable Damages payable with respect to a Parent Claim, Bimini shall have the right to pay cash in an amount equal to indemnifiable Damages payable to satisfy such Parent Claim and, upon payment of such amount, the corresponding number of Claim Shares shall be released from escrow to Bimini.
If there is a validly asserted pending Claim at the time the Demegen Common Stock in Escrow is to be released pursuant to 3.2(b), such Claim Shares with respect to such Claim shall be withheld pending resolution of the Claim pursuant to Section 9.1(c), but the Escrow Agent shall be obligated to pay all amounts not then in dispute in accordance with the Escrow Agreement (based on the Closing Share Price).
No settlement shall be reached and no proceeding shall be compromised or settled in any manner which might materially and adversely affect the interests of Tellium or the Surviving Corporation without the prior written consent of Tellium; provided, however, that any settlement that contains a Laor Release and payment for which is limited to any or all of the Specific Claim Shares (as defined in the Escrow Agreement) shall be deemed not adverse to Tellium or the Surviving Corporation.
No shares of New Common Stock or securities convertible into or exchangeable or exercisable for New Common Stock will be issued to former Class 4 claimants under the Plan or to existing holders of Holdings common stock as a consequence of this Agreement or of the issuance of the Class Claim Shares as provided herein.
In connection with any release of Claim Shares or Remaining Shares from escrow, Cardium and the Escrow Agent shall “round down” in order to avoid retaining any fractional shares in the [Escrow Account] and in order to avoid releasing any fractional shares from escrow.
Promptly after the last day of the calendar month in which the date that is 18 months after the Closing Date occurs, Emergent shall release from the reserve and cause to be issued to Holdings any shares of Emergent Common Stock that were held back and reserved under this Section 8.06 other than shares that are at the time Claim Shares or shares that were used to satisfy Holdings’ indemnification obligations under this Article VIII.
This Agreement shall automatically terminate if and when the entirety of the Claim Shares shall have been completely distributed by the Escrow Agent in accordance with the terms of this Agreement.
The Interested Parties agree that Seller will be treated for federal, state and local income and other tax purposes as owning the Claim Shares and the Remaining Shares, and agree that all earnings, if any, with respect thereto will be reported by the Escrow Agent as earnings of Seller whether or not distributed.
If the total amount of the initial Claim Shares for which Class Members submit Claim Forms in accordance with Section 42(b) above exceeds the Net Settlement Amount, then the total Net Settlement Amount shall be distributed to the Claiming Class Members pro rata in proportion to their initial Claim Share.