Disputed Shares definition

Disputed Shares means a number of Class A Shares equal to the difference between (i) the number of Class A Shares issued upon conversion of Class B Shares at a Conversion Ratio applied by DWAC on the closing of the Business Combination subtracted from (ii) the number of Class A Shares issuable upon conversion of Class B Shares at a Conversion Ratio of 2-for-1.

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Disputed Shares means the number of shares of Series A Preferred Stock specified by Tekelec in a written notice to Santera as being the subject of a dispute notice pursuant to the terms of the Escrow Agreement (it being understood that unless Tekelec delivers a notice to Santera specifying a lower amount, which it may do if it intends to exercise its set-off rights contained herein or in the other Ancillary Agreements, a number of shares of Series A Preferred Stock equal to the amounts disputed under the Escrow Agreement divided by 1,000 shall be considered Disputed Shares).

Disputed Shares means only shares of Common Stock issued pursuant to the Acclaim Option, the A▇▇▇▇▇ Warrant or the Mannat Warrant.

Examples of Disputed Shares in a sentence

• Without restricting the foregoing indemnity, if proceedings are taken by arbitration or in any court respecting the Disputed Shares, the Escrow Agent shall not be obliged to defend or otherwise participate in any such proceedings unless DWAC has agreed to pay expenses (including attorneys’ fees) reasonably incurred by the Escrow Agent in advance of the final disposition of such proceedings.

• The Escrow Agent will deliver the Disputed Shares to the new escrow agent and shall then be released from all its duties and obligations under this Agreement but shall remain entitled to the benefit of Section 8.

• This Agreement shall terminate upon the release by the Escrow Agent of the Disputed Shares in accordance with Section 5.

• DWAC’s failure to satisfy any or all outstanding fees and expenses invoiced by the Escrow Agent shall not relieve the Escrow Agent of any obligation under this Agreement and shall not be a basis to withhold or delay (i) any final release of the Disputed Shares and/or (ii) any transfer of the Disputed Shares and any and all related instruments or documents to a successor escrow agent.

• For so long as any Holdback Shares (other than Disputed Shares, as defined below) are held by the Buyer, the Seller Representative shall be entitled to vote the Holdback Shares.

• In the event that a holder delivers a Conversion Notice determined to contain a manifest error, and the Conversion Agent has issued the Disputed Shares to the holder delivering such Conversion Notice prior to receipt by the Conversion Agent of an Error Notice, such holder shall, within three Trading Days of the final determination with respect to the manifest error, deliver the Disputed Shares to the Conversion Agent for cancellation.

• At the sole discretion of Escrow Agent, Escrow Agent may deposit the Disputed Shares into the registry of the court having jurisdiction of such dispute.

• Pursuant to Section 4.1(d) of the Escrow Agreement, Tekelec and the Representative hereby notify the Escrow Agent that Tekelec has exercised its August Call Option under Section 3.4 of Article III of the Stockholders’ Agreement and hereby instruct the Escrow Agent to deliver to Tekelec on the August Call Closing Date upon receipt from Tekelec of the Call Price all of the shares of Series A Preferred Stock held by the Escrow Agent, including the Disputed Shares.

• Purchaser agrees that the rights, if any, of Purchaser, Parent and the Surviving Corporation to the Disputed Shares, the Merger Consideration payable in respect of such Disputed Shares and any shares of capital stock of BL distributable with respect to such Disputed Shares, if any, will be assigned without recourse to the Paying Agent for the benefit of the holders of Common Stock issued and outstanding immediately prior to the Effective Time on a pro rata basis.

• For so long as any Holdback Shares (other than Disputed Shares, as defined below) are held by the Buyer, the Parent shall be entitled to vote the Holdback Shares.

More Definitions of Disputed Shares

Disputed Shares means the 90,453 shares of i2 Telecom Common Stock which have been issued of record to Teng ▇▇▇ ▇▇▇ and have been deposited by i2 Telecom into an escrow account with ▇▇▇▇▇ & Lardner, as escrow agent. The Disputed Shares shall include, without limitation, any securities issued upon conversion of such shares or in exchange for or in replacement of such shares whether pursuant to the Agreement or otherwise.