Contingency Shares definition

Contingency Shares means the number of shares of Sorrento Common Stock equal to the quotient obtained by dividing (a) 80% of the Estimated Purchase Price by (b) the applicable Per Share Price, rounded to the nearest whole share.
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Contingency Shares shall have the meaning ascribed to such term in Section 4.15.
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Contingency Shares. The reference to “80%” in the definition of “Contingency Shares” set forth in Exhibit A to the Share Purchase Agreement is hereby deleted and replaced with “40%”.
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Examples of Contingency Shares in a sentence

  • The Contingency Shares have been accounted for as a contingent consideration liability in accordance with ASC 815, Derivatives and Hedging.

  • The Contingency Shares are not considered indexed to New Allurion Common Stock and are therefore classified as a liability in the unaudited pro forma condensed combined balance sheet and will be remeasured at fair value at each reporting date until such time as the milestones have been met or the earnout period expires.

  • Shares outstanding exclude the Contingency Shares to be issued as they are issuable upon the occurrence of specified events.

  • The Contingency Shares are not considered indexed to New Allurion Common Stock and are therefore classified as a liability in the unaudited pro forma condensed consolidated combined balance sheet and will be remeasured at fair value at each reporting date until such time as the milestones have been met or the earnout period expires.

  • Any such additional shares will be allocated forty-five percent (45%) to the Contingency Shares (subject to individual adjustment between Sellers Xxxxxx Xxxxxxx and Xxxx Xxxxxx as provided for in Sections 1.01(d) and (e) above), delivered to Escrow Agent, and subject to the terms of release set forth in Section 1.02 above.

  • The Closing Shares, the Contingency Shares and the Sorrento Regulatory Approval Shares (if any) to be issued pursuant to this Agreement will be, prior to the issuance, duly authorized, and when issued in accordance with the terms of this Agreement, will be validly issued, fully paid and nonassessable.

  • There are no statutory or contractual stockholder preemptive rights or rights of refusal with respect to the issuance of the Closing Shares, the Contingency Shares or the Sorrento Regulatory Approval Shares.

  • Also, include disclosure regarding the 15,000,000 Contingency Shares and the 1,250,000 Earn-Out Shares.

  • Sorrento has taken all actions necessary to authorize and approve the issuance of the Closing Shares, the Contingency Shares and the Sorrento Regulatory Approval Shares (if any) to be issued pursuant to this Agreement and, upon issuance, the Closing Shares, the Contingency Shares and the Sorrento Regulatory Approval Shares (if any) to be issued pursuant to this Agreement will be validly issued, fully paid and non-assessable.

  • Buyer acknowledges and agrees that Seller shall have sole ownership and control of the Contingency Shares and sole and full power to direct and determine the ultimate disposition of said Contingency Shares.

Related to Contingency Shares

  • Contingency Fund means a monetary amount that continues month to month, if approved by a case manager, that is set aside in the Independent Choices Program service budget to purchase identified items that substitute for personal assistance.

  • Pre-Funded Warrants means, collectively, the Pre-Funded Common Stock purchase warrants delivered to the Purchasers at the Closing in accordance with Section 2.2(a) hereof, which Pre-Funded Warrants shall be exercisable immediately and shall expire when exercised in full, in the form of Exhibit A-2 attached hereto.

  • contingency fee means any payment or other compensation that is contingent upon or is calculated upon the basis of a degree of success in soliciting or obtaining a Government contract or negotiating the whole or any part of its terms;

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

  • Contingency Reserve means the sum of all assets minus the sum of all liabilities of a health care corporation, as shown in the annual financial statement filed under section 602.

  • A Shares means a participating share of no par value in the capital of the Fund, denominated in US Dollars;

  • Contingency means the identified and possible or already occurred fault of an element, including not only the transmission system elements, but also significant grid users and distribution network elements if relevant for the transmission system operational security;

  • Common Warrants means, collectively, the Common Stock purchase warrants delivered to the Purchasers at the Closing in accordance with Section 2.2(a) hereof, which Common Warrants shall be exercisable immediately and have a term of exercise equal to five (5) years, in the form of Exhibit A attached hereto.

  • Special Warrants means the special warrants issued by the Company, at a price of $0.10 per Special Warrant, pursuant to the Special Warrant Private Placement and entitling the holder thereof to acquire, for no additional consideration, one Common Share pursuant to the terms and conditions in the Special Warrant Certificates; and

  • Series F Preferred Shares means the Series F Preferred Shares of the Company, par value US$0.0001 per share, with the rights and privileges as set forth in the Memorandum and Articles.

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

  • Series F Preferred Stock means shares of the Company’s Series F Preferred Stock, par value $0.0001 per share.

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

  • Series D Warrants means, collectively, the Common Stock purchase warrants delivered to the Purchasers at the Closing in accordance with Section 2.2(a) hereof, which Warrants shall be exercisable immediately upon issuance and have a term of exercise equal to five (5) years, in the form of Exhibit C attached hereto.

  • Underlying Common Stock means the Common Stock into which the Notes are convertible or issued upon any such conversion.

  • Series E Preferred Shares means the Series E Preferred Shares of the Company, par value US$0.0001 per share, with the rights and privileges as set forth in the Memorandum and Articles.

  • Equity-linked Securities means any debt or equity securities that are convertible, exercisable or exchangeable for Class A Shares issued in a financing transaction in connection with a Business Combination, including but not limited to a private placement of equity or debt.

  • Purchaser Warrants means Purchaser Private Warrants and Purchaser Public Warrants, collectively.

  • Equity Preferred Securities means, with respect to any Person, any trust preferred securities or deferrable interest subordinated debt securities issued by such Person or other financing vehicle of such Person that (i) have an original maturity of at least twenty years, and (ii) require no repayments or prepayments and no mandatory redemptions or repurchases, in each case, prior to the first anniversary of the latest Maturity Date.

  • Series B Preferred Shares means the Series B Preferred Shares of the Company, par value US$0.0001 per share.

  • Outstanding Common Stock means, at any given time, the aggregate amount of outstanding shares of Common Stock, assuming full exercise, conversion or exchange (as applicable) of all options, warrants and other Securities which are convertible into or exercisable or exchangeable for, and any right to subscribe for, shares of Common Stock that are outstanding at such time.

  • Series B-2 Preferred Stock means shares of the Company’s Series B-2 Preferred Stock, par value $0.001 per share.

  • Series B Warrants means, collectively, the Series B Common Stock purchase warrants delivered to the Purchasers at the Closing in accordance with Section 2.2(a) hereof and the other Series B Warrants contemplated under Section 2.1 to be issued concurrently at the Closing, which Series B Warrants shall be exercisable beginning immediately and have a term of exercise equal to five (5) years, in the form of Exhibit B-2 attached hereto.

  • Pre-Funded Warrant means, collectively, the Pre-Funded Common Stock purchase warrants delivered to the Purchasers at the Closing in accordance with Section 2.2(a) hereof, which Pre-Funded Warrants shall be exercisable immediately and shall expire when exercised in full, in the form of Exhibit B attached hereto.

  • Series C Preferred Shares means the Company’s series C preferred shares, par value US$0.00001 per share.