Claim Shares definition

Claim Shares has the meaning set forth in Section 7.1.
Sample 1Sample 2
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
Sample 1
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).
Sample 1

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.

  • Accordingly, the Applicant will calculate a Registered Group Member’s loss using the total amount of inflation paid on shares purchased during the Claim Period (Claim Shares).

  • 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.

  • A large proportion of the R&D activities concentrated on new technology integration and testing processes required to ensure the seamless manufacturing of the aircraft.

  • 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.

  • Ryan's agrees that Settlement Class Members will pay no costs or attorneys fees from their Claim Shares or otherwise, and that Ryan's will pay costs and attorneys' fees separate from amounts received by Settlement Class Members.

  • 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.

  • Each of the parties hereto agrees and acknowledges that during the Claim Shares Escrow Period, all dividends or other distributions, whether payable in cash or otherwise, with respect to the Escrow Securities shall be delivered by the Company and Parent, as applicable, directly to each Member to whom such Escrow Securities are allocated (or their Permitted Family Transferees to the extent applicable) and shall not constitute property subject to the terms of this Agreement.

  • This loss will be offset by the amount of inflation received on Claim Shares sold during the Claim Period (for the purpose of identifying sales of Claim Shares during the Claim Period, individual sale transactions are matched against purchase transactions on a “last-in-first-out” basis).


More Definitions of Claim Shares

Claim Shares shall have the meaning set forth in Section 13.3.
Sample 1
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.
Sample 1
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.
Sample 1
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.
Sample 1
Claim Shares has the meaning set forth in Section 8.05.
Sample 1

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 shall have the meaning set forth in Section 2.7(c).

  • 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 the total number of Common Shares which may be reserved for issuance as Optioned Shares under the Plan as provided in §2.2;

  • Target Shares means all of the issued and to be issued share capital of the 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;

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

  • VMTP Shares means Variable Rate MuniFund Term Preferred Shares, $0.00001 par value per share, liquidation preference $100,000 per share plus an amount equal to accumulated but unpaid dividends thereon (whether or not earned or declared), of the Trust. The preferences, voting powers, restrictions, limitations as to dividends, qualifications, and terms and conditions of redemption of each series of VMTP Shares are set forth in the VMTP Shares Statement.

  • 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.

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

  • Coop Shares Shares issued by a Cooperative Corporation.

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

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

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