Down Shares definition

Down Shares shall have the meaning assigned to such term in Section 3.1(a).
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Down Shares shall have the meaning ascribed to such term in Recital A of the Authorized Participant Agreement. “DTC” shall mean The Depository Trust Company, its nominees and their respective successors.
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Down Shares shall have the meaning ascribed to such term in in Recital A of the Authorized Participant Agreement.
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Examples of Down Shares in a sentence

  • The Company has duly and validly authorized and reserved for issuance shares of Common Stock sufficient in number for the issuance of the Draw Down Shares.

  • The Draw Down Shares to be issued under this Agreement, when paid for and issued in accordance with the terms hereof, shall be duly and validly issued and outstanding, fully paid and non-assessable, and the Purchaser shall be entitled to all rights accorded to a holder of Common Stock.

  • All Draw Down Shares shall be delivered without any restrictive legends.

  • Upon receipt of such funds, the Escrow Agent shall advise the Company that it has received the funds for such Draw Down Shares.

  • Before the Company shall exercise a Draw Down, the Company shall have caused a sufficient number of shares of Common Stock to be registered to cover the Draw Down Shares to be issued in connection with such Draw Down.

  • As of the date of each applicable Draw Down Notice, the Company will have authorized and reserved, free of preemptive rights and other similar contractual rights of stockholders, a sufficient number of its authorized but unissued shares of its Common Stock to cover the Draw Down Shares to be issued in connection with such Draw Down requested under this Agreement.

  • The sale and issuance of the Draw Down Shares shall be made in accordance with the provisions and requirements of Section 4(2) of the Securities Act and any applicable state law.

  • Likewise, if a telecom carrier offers local exchange service and it has an affiliate that provides long distance service and an affiliate that provides wireless service and the customer subscribes only to the local exchange service, the carrier cannot share the CPNI derived from the provision of its local exchange service with the affiliates unless it obtains customer approval.

  • The obligation hereunder of the Company to proceed to close this Agreement and to issue and sell the Draw Down Shares to the Purchaser is subject to the satisfaction or waiver, at or before the Initial Closing, and as of each Settlement Date of each of the conditions set forth below.

  • The obligation hereunder of the Purchaser to perform its obligations under this Agreement and to purchase the Draw Down Shares is subject to the satisfaction or waiver, at or before the Initial Closing, of each of the conditions set forth below.

Related to Down Shares

  • Put Shares means all shares of Common Stock issued, or that the Company shall be entitled to issue, per any applicable Put Notice in accordance with the terms and conditions of this Agreement.

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

  • Subscription Shares has the meaning ascribed to it in Section 2.1.

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

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

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

  • Purchase Shares has the meaning set forth in Section 2.2(a) hereof.

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

  • Earn-Out Shares has the meaning provided in Section 2.2(b).

  • 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.

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

  • Per Share Purchase Price equals $1.00, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the date of this Agreement.

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

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

  • Initial Shares means all of the outstanding shares of Common Stock issued prior to the consummation of the Company’s initial public offering.

  • Prefunded Warrant Shares means the shares of Common Stock issuable upon exercise of the Prefunded Warrants.

  • VMTP Shares has the meaning set forth in the preamble to this Agreement.

  • 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 Shares has the meaning set forth in Section 2.01.

  • Lock-Up Shares has the meaning set forth in Section 4.1.

  • Relevant Shares means ordinary share capital of the Approved Entity that constitutes equity share capital or the equivalent (or depositary or other receipts representing the same) which is listed and admitted to trading on a Regulated Market.

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

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

  • Sale Shares means [Insert total number of shares of the Company] Shares, representing 100 percent of the total issued, subscribed and fully paid-up equity share capital of the Company held by the Shares Seller and Nominees as more particularly described in Annexure A attached hereto;

  • Parent Share Price means the average of the volume weighted averages of the trading prices of Parent Common Shares on NYSE (as reported by Bloomberg L.P. or, if not reported therein, in another authoritative source mutually selected by Parent and the Company in good faith) on each of the 20 consecutive trading days ending on (and including) the trading day that is two trading days prior to the Closing Date.

  • VWAP Purchase Share Percentage means, with respect to any particular VWAP Purchase Notice pursuant to Section 1(c) hereof, the percentage set forth in the VWAP Purchase Notice which the Buyer will be required to buy as a specified percentage of the aggregate shares traded on the Principal Market during normal trading hours up to the VWAP Purchase Share Volume Maximum on the VWAP Purchase Date subject to Section 1(c) hereof but in no event shall this percentage exceed thirty percent (30%) of such VWAP Purchase Date’s share trading volume of the Common Stock on the Principal Market during normal trading hours.