Company Exchange Shares definition

Company Exchange Shares means (i) any shares of Series C Common Stock issued and/or delivered in a Reverse Exchange and (ii) any Available Series B Shares issued and/or delivered in a Dilutive Event Exchange, Fundamental Event Exchange or Voting Power Exchange.
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Company Exchange Shares has the meaning specified in Section 3.1(a).
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Company Exchange Shares means the aggregate number of Company Shares which the Sellers elect, in their sole discretion, to exchange for shares of Parent Common Stock, as designated in the written notice delivered by the Sellers’ Representative pursuant to Article 3.1; provided that the Company Exchange Shares shall be no more than 5,606,656 Company Shares nor less than 4,111,545 Company Shares.
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Examples of Company Exchange Shares in a sentence

  • The term "Registerable Securities" means both the Conversion Shares and the Company Exchange Shares as defined in the Securities Purchase Agreement, as well as any shares of Company Common Stock issued as dividends by the Company under the terms of Section 4.1(iii) of the Amendment.

  • Nothing contained in this Section V.A. shall affect in any way Buyer's obligations and agreement to comply with all applicable securities laws upon resale of such Company Exchange Shares and/or Conversion Shares.

  • Except for the proposed distribution of Company Exchange Shares to Blockchain Alliance’s shareholders as of the First Closing, Blockchain Alliance is acquiring the Company Exchange Shares for investment for its own account and not with a view to the distribution thereof in violation of the Securities Act.

  • The SkyPeople Parties acknowledges that the Company Exchange Shares are “restricted securities” as defined in Rule 144 under the Securities Act.

  • Section 1.2(b) Company Exchange Shares..............................

  • At the Completion, each Co-Investor shall assign and transfer to HoldCo1 all of its HoldCo2 Exchange Shares, and in exchange, HoldCo1 shall assign and transfer to such Co-Investor the Company Exchange Shares for such Co-Investor, each as set forth in Schedule 1 and free of any Encumbrance (the “Share Exchange”).

  • It is the sole and exclusive record and beneficial owner of its portion of the Company Exchange Shares, as set forth in the recitals to this Agreement, free and clear of all Encumbrances.

  • Any proposed changes in the ownership of Company Exchange Shares by Holdings between the date of this Agreement and the Closing Date will be disclosed to and approved in advance by Purchaser.

  • Such Seller’s Company Exchange Shares shall be acquired for investment purposes for such Seller’s own account as principal, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and such Seller has no present intention of selling, granting any participation or otherwise distributing such Seller’s Company Exchange Shares.

  • The date and time of the issuance and sale of the Preferred Stock, Company Exchange Shares and Tadeo Exchange Shares (the "Xxxxing Date") shall be the date hereof or such other as shall be mutually agreed upon in writing.


More Definitions of Company Exchange Shares

Company Exchange Shares means the Company Closing Shares and the Earnout Shares collectively. “Company Indemnitees” has the meaning set forth in Section 10(b).
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Company Exchange Shares means the Company Closing Shares and the Earnout Shares collectively.
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Company Exchange Shares means, subject to the Clawback Right, the Initial Company Exchange Shares and, if any, the Earn-Out Company Exchange Shares.
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Company Exchange Shares means the Exchange Shares less the Blocker Exchange Shares.
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Company Exchange Shares. (hereinafter defined), the Purchaser shall issue to Holdings in the Exchange, the following consideration (the “Exchange Consideration”):
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Related to Company Exchange Shares

  • Exchange Shares has the meaning set forth in Section 2.01(b).

  • Purchased Shares has the meaning set forth in Section 2.01.

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

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

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

  • Acquisition Shares means the shares of an Acquiring Fund to be issued to the corresponding Target Fund in a reorganization under this Agreement.

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

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

  • PIPE Shares shall have the meaning given in the Recitals hereto.

  • Coop Shares Shares issued by a Cooperative Corporation.

  • Private Placement Shares shall have the meaning given in the Recitals hereto.

  • Conversion Shares means, collectively, the shares of Common Stock issuable upon conversion of the shares of Preferred Stock in accordance with the terms hereof.

  • Purchased Securities has the meaning assigned in the Terms;

  • Commitment Shares shall have the meaning set forth in Section 12.04.

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

  • 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.

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

  • Share Exchange has the meaning set forth in Section 2.1.

  • Purchased Units means, with respect to a particular Purchaser, the number of Common Units equal to the aggregate Purchase Price set forth opposite such Purchaser’s name under the column titled “Purchase Price” set forth on Schedule A hereto divided by the Common Unit Price.

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

  • Purchase Shares has the meaning set forth in Section 2.5(c).

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

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

  • Note Shares means the shares of Common Stock issuable upon conversion of the Notes.

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

  • Public Shares means the Ordinary Shares included in the Units issued in the Public Offering; (vi) “Trust Account” shall mean the trust account into which a portion of the net proceeds of the Public Offering and the sale of the Private Placement Warrants shall be deposited; (vii) “Transfer” shall mean the (a) sale of, offer to sell, contract or agreement to sell, hypothecate, pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position or liquidation with respect to or decrease of a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder with respect to, any security, (b) entry into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any security, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (c) public announcement of any intention to effect any transaction specified in clause (a) or (b); and (viii) “Charter” shall mean the Company’s Amended and Restated Memorandum and Articles of Association, as the same may be amended from time to time.