Claimed Shares definition

Claimed Shares means such number of shares of Parent Common Stock equal to the quotient of (a) all outstanding Claimed Amounts, divided by (b) the Per Share Price as of the applicable Distribution Date.
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Claimed Shares means all or a portion of the Reserved Shares with respect to which a Claim has been made by the Buyer prior to the first anniversary of the Closing. A portion of the Acquisition Consideration to be delivered to the Company Stockholder at the Closing shall consist of a stock certificate representing the Reserved Shares (the "Reserved Shares Certificate"). The Reserved Shares Certificate shall bear the following legend: "The shares represented by this certificate are subject to certain restrictions and limitations on transfer set forth in a stock purchase agreement between the corporation and the holder hereof, a copy of which agreement may be inspected by the holder of this certificate at the principal offices of the corporation, or furnished by the corporation to the holder of this certificate upon written request without charge." Upon the request of the Company Stockholder at any time after the first anniversary of the Closing, the Buyer shall direct its transfer agent to remove the foregoing legend with respect to all of the Reserved Shares other than Claimed Shares.
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Claimed Shares. Section 2.5(a) “Company” Preamble
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Examples of Claimed Shares in a sentence

  • Accordingly, absent an event of the type described in Section 2, the number of Claimed Shares shall be equal to the Claimed Amount divided by the Closing Date Stock Price.

  • In that connection, the Buyer shall be prohibited from transferring 59,618 Shares of Buyer Common Stock (the "Reserved Shares") received as Acquisition Consideration until the later of (1) with respect to all of the Reserved Shares, one year after the Closing and (2) with respect to Claimed Shares, as defined below, until a final resolution of such Claim has been effected.

  • Any Charged Shares not being Claimed Shares shall remain subject to the Charge pursuant to the terms hereof.

  • The Rupee Lenders shall, at the option of Issuing Bank, pay directly to Issuing Bank their respective Claimed Shares in that Letter of Commitment either: (i) in the relevant foreign currency; or (ii) in the Crystallized Rupee Amount as determined by Issuing Bank.

  • All jurisdictions that have implemented specific securitisation acts, such as France, Italy, Luxembourg and Portugal, also have specific tax provisions in relation to securitisation transactions entered into under those acts.

  • This allows for a complex low-high tone realized over the same vowel, leading to a more sign-song intonation.

  • At the end of such 30-day period, Seller shall cause Shareholders to deliver to Buyer's transfer agent the certificates representing the Indemnity Shares, and Buyer shall instruct its transfer agent to cancel that portion of Claimed Shares represented by the certificate and to reissue three certificates representing the balance of uncancelled Indemnity Shares, each bearing a legend in the form set forth on Exhibit B, in the names of the Shareholders.

  • For purposes hereof, "AVAILABLE EMAGEON RESERVED ASSETS" shall mean the number of shares of Emageon Common Stock and Emageon Series D Preferred Stock required to be reserved pursuant to Section 4(b)(ii) hereof, less any Emageon Reserved Shares and less any Emageon Claimed Shares.

  • Ladd Trust32,500Thomas Evans30,000Steve Wallace31,250Total5,625,000 Exemption from Registration Claimed Shares of our common stock were issued to our founding shareholders on the basis of an exemption from registration under Section 4(2) of the Securities Act for transactions by an issuer not involving any public offering.

  • At the end of such 30-day period, Seller shall cause Shareholders to deliver to Buyer's transfer agent the certificates representing the Indemnity Shares, and Buyer shall instruct its transfer agent to cancel that portion of Claimed Shares represented by the certificate and to reissue three certificates, each bearing a legend in the form set forth on Exhibit B, in the names of the Shareholders.


More Definitions of Claimed Shares

Claimed Shares means such number of shares of Series B Preferred Stock equal to the quotient of (a) all outstanding Claimed Amounts, divided by (b) the Holdback Per Share Value as of the applicable Distribution Date.
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Claimed Shares. Section 2.5(a)
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Claimed Shares shall have the meaning set forth in SECTION 10.9(d).
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Related to Claimed Shares

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

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

  • Merger Shares has the meaning set forth in Section 2.2(c).

  • 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.

  • 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;

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

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

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

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

  • Converted Shares means the Subject Equity Shares resulting from the conversion of Limited Voting Shares into the Subject Equity Shares pursuant to subparagraph (ii);

  • Excluded Shares has the meaning set forth in Section 2.1(b).

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

  • Company Stock Certificate has the meaning set forth in Section 1.7.

  • Company Share Plans means, collectively, (i) the 2018 Share Incentive Plan of the Company, which replaced the Company’s 2010 Share Incentive Plan in its entirety, and (ii) the Post-IPO Share Incentive Plan of the Company.

  • Company Stock means, collectively, the Company Common Stock and the Company Preferred Stock.

  • Stock Election Shares shall have the meaning set forth in Section 3.2.1.

  • Dissent Shares means Company Shares held by a Dissenting Shareholder and in respect of which the Dissenting Shareholder has validly exercised Dissent Rights;

  • Target Shares means all the issued and unconditionally allotted share capital in the Target and any further shares in the capital of the Target which may be issued or unconditionally allotted pursuant to the exercise of any outstanding subscription or conversion rights or otherwise together with all related rights.

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

  • 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;

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

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

  • Shares means the shares of Common Stock issued or issuable to each Purchaser pursuant to this Agreement.

  • 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.