Claim Shares definition

Claim Shares has the meaning set forth in Section 7.1.
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Claim Shares has the meaning set forth in Section 8.05.
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Claim Shares means a number of shares of Demegen Stock determined by dividing (i) the aggregate amount of outstanding Claims for indemnification in U.S. Dollars made by Demegen pursuant to Section 9.1 hereof which shall be outstanding and unresolved as of the earlier of (a) the Termination Date and (b) the Anniversary Date, by (ii) the Demegen Share Price as of the date hereof (the "Closing Share Price") (subject to appropriate adjustment for stock splits, stock dividends, combinations and other recapitalizations).
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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.

  • On the Effective Date, each Holder of an Allowed Notes Claim shall receive its Pro Rata share of the Notes Claim Shares in accordance with the percentage ownership of the New Common Stock Pool set forth on Annex I hereto.

  • In lieu of having his, her, or its Claim Shares being applied to satisfy indemnifiable Damages payable with respect to a Parent Claim, the Members 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 Escrow Agent shall release to the Members in accordance with the Member Allocation, a number of Common Stock Equivalent Pairs equal to the amount of such indemnity payment divided by $10.00.

  • As counsel to CLP, we have examined the Certificate of Incorporation of CLP, its By-Laws, its minutes and other corporate proceedings and corporate records relating to the authorization of and, where applicable, the issuance of the Bonus Shares, the Dividend Claim Shares, the Trade Creditor Shares, the September 18 Warrant, the Outstanding Shares, the Other Warrants and the Options and have reviewed the Registration Statement in the form intended to be filed.

  • Although the Attorneys' Fees will be paid directly to Class Counsel by Ryan's and/or the Settlement Administrator, separate from the Claim Shares paid to the Settlement Class, Ryan's has been advised by its tax advisors that it must report the Attorneys' Fees paid to Class Counsel as income to the Settlement Class Members.

  • Such Commitment Party, Reserve Party or QPGL, as applicable, has such knowledge and experience in financial and business matters such that it is capable of evaluating the merits and risks of its investment in the Pro Rata Claim Shares, the QP Private Placement Shares, the Unsubscribed Shares, the Available Shares, if any, and the New Common Shares issued pursuant to the Commitment Premium, as applicable.

  • 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.

  • On the Effective Date, each Holder of an Allowed Notes Claim shall receive its Pro Rata share of the Notes Claim Shares in accordance 2 The Allowed amount of Notes Claims includes $518.086 million of Notes Claims held by Debtor Legacy Reserves LP.

  • The Escrow Agent shall release the relevant portion of the Claim Shares pursuant to Section 1.6(b) herein below.


More Definitions of Claim Shares

Claim Shares means, with respect to any Claim, a number of Escrow Shares that have an aggregate value equal to the amount of the Losses stated in the Notice of Claim, computed on the basis of the Indemnity Stock Price as the deemed value of an Escrow Share.
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Claim Shares means a number of shares of Purchaser Common Stock determined by dividing (i) the Aggregate Outstanding Claims less the Retained Escrow Cash, by (ii) the Closing Valuation Price; (w) the term "Distributable Shares" shall mean a number of shares of Purchaser Common Stock determined by subtracting the Claim Shares from the Remaining Escrow Shares; (x) the term "Remaining Escrow Shares" shall mean a number of shares of Purchaser Common Stock equal to the number of Escrow Shares deposited into the Escrow Fund less the number of Escrow Shares already offset pursuant to Section 8.2.2 of the Merger Agreement or distributed to the Sellers pursuant to Section 2.2.2
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Claim Shares shall have the meaning set forth in Section 13.3.
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Claim Shares means with respect to an indemnification claim by a Buyer Indemnitee, that number of shares of the Escrow Stock (and the Supplemental Escrow Stock, if applicable) determined by multiplying (a) the total number of the Shares set forth in Section 3.01 by (b) the quotient of (i) dividing the total amount of the Damages that are subject to the claim by (ii) the product of (1) the Conversion Rate (as defined in the Series C Certificate of Designation) in effect on the Determination Date and (2) the Fair Market Value of one share of the Parent Common Stock on the Determination Date. If the number of shares of Escrow Stock (and the Supplemental Escrow Stock, if applicable) is less than the calculated amount of Claim Shares then the Claim Shares shall mean all of the shares of the Escrow Stock (and the Supplemental Escrow Stock, if applicable) then held by the Escrow Agent. If the shares of Escrow Stock and Supplemental Escrow Stock have been converted into shares of Parent Common Stock, then the number of Claim Shares shall be determined by dividing (i) the total amount of Damages subject to the claim, by (ii) the Fair Market Value of one share of Parent Common Stock on the Determination Date. If the number of Claim Shares determined by the formula above results in fractional shares, then the number of Claim Shares shall be rounded up to the next whole share. For illustration purposes, a calculation of the Claim Shares is set forth on Schedule 1.01.
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Claim Shares means a number of ------------ shares of CYTYC Common Stock determined by dividing (i) the Aggregate Outstanding Claims less the Retained Escrow Cash, by (ii) the Closing Valuation Price; (w) the term "Distributable Shares" shall mean a number of shares of -------------------- CYTYC Common Stock determined by subtracting the Claim Shares from the Remaining Escrow Shares; (x) the term "Remaining Escrow Shares" shall mean ----------------------- a number of shares of CYTYC Common Stock equal to the number of Escrow Shares deposited into escrow pursuant to Section 2.2.2 hereof less the number of Escrow Shares already offset pursuant to Section 8.2.2 hereof or distributed to the Stockholders pursuant to this Section 2.2.2; and (y) the term "Business Day" ------------ shall mean any day on which commercial banking institutions in New York, New York are customarily open for the purpose of transacting business.
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Related to Claim Shares

  • Holdback Shares has the meaning set forth in Section 2.5(b)(v).

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

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

  • Settlement Shares With respect to any Settlement Date, a number of Shares, not to exceed the Base Amount, designated as such by Party B in the related Settlement Notice or by Party A pursuant to “Termination Settlement” below; provided that on the Maturity Date the number of Settlement Shares shall be equal to the Base Amount on such date.

  • Escrow Shares shall be deemed to include the Non-Cash Dividends distributed thereon, if any.

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

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

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

  • Returning Shares means shares subject to outstanding stock awards granted under the Prior Plan and that following the Effective Date: (A) are not issued because such stock award or any portion thereof expires or otherwise terminates without all of the shares covered by such stock award having been issued; (B) are not issued because such stock award or any portion thereof is settled in cash; (C) are forfeited back to or repurchased by the Company because of the failure to meet a contingency or condition required for the vesting of such shares; (D) are withheld or reacquired to satisfy the exercise, strike or purchase price; or (E) are withheld or reacquired to satisfy a tax withholding obligation.

  • Earn-Out Shares has the meaning provided in Section 2.2(b).

  • 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.

  • Remaining Shares has the meaning set forth in Section 4.1.2.

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

  • Plan Shares means shares of Common Stock held in the Trust which are awarded or issuable to a Participant pursuant to the Plan.

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

  • H Shares means the overseas-listed foreign invested shares in the share capital of the Company with a nominal value of RMB1.00 each, which are subscribed for and traded in Hong Kong Dollars;

  • Purchaser Losses shall have the meaning set forth in Section 9.1(a).

  • Earnout Shares has the meaning set forth in Section 3.6(a).

  • VMTP Shares has the meaning set forth in the preamble to this Agreement.

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

  • SpinCo Shares means the shares of common stock, par value $0.01 per share, of SpinCo.

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

  • Pre-Funded Warrant Shares means the shares of Common Stock issuable upon exercise of the Pre-Funded Warrants.

  • Co-op Shares Shares issued by private non-profit housing corporations.

  • Coop Shares Shares issued by a Cooperative Corporation.

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