First Payment Shares definition

First Payment Shares means a number of shares of Buyer Stock equal to (a) the First Payment Consideration Amount divided by (b) the First Payment Stock Price, rounded down to the nearest share.
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First Payment Shares has the meaning set forth in Section 2.02(a).
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First Payment Shares is defined in section 5.4;
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Examples of First Payment Shares in a sentence

  • The First Payment Shares shall be ascribed a value based on the Nasdaq Official Closing Price as reported on nxxxxx.xxx as of the last trading day immediately prior to the First Closing Date, and provided that in the event that that the Company is not listed on any tier of the Nasdaq Stock Market as of the First Closing Date, then the First Payment Shares shall be ascribed a value based on the VWAP (as defined below).

  • After Lumina has made the payment in subsection 5.3(a) and fulfilled its obligations, if any, under the Guarantee in respect of any First Payment Shares, the sole remedy of the PDLA Group and APSA for a Payment Default is the termination of the Option and their retention of any cash or Lumina Shares previously paid by Lumina on account of the Exercise Price.

  • You may also read and copy any materials we file with the SEC at the SEC’s Public Reference Room at 450 Fifth Street, NW, Washington, DC 20549.

  • Notwithstanding anything in the Original Agreement to the contrary, in the event that the First Closing occurs, the issuance of Deposit Shares to Agudath as set forth in this Amendment shall be deemed to satisfy the obligations of the Company to issue such applicable portion of First Payment Shares to Mx. Xxxxxxx, including for purposes of Section 2.02(c) and Section 2.06(e) of the Original Agreement.

  • For purposes hereof, "Registrable Securities" shall mean any NCTI Signing Shares, the NCTI First Payment Shares and the NCTI Second Payment Shares owned beneficially and of record by Sellers and any securities issued or issuable with respect to the NCTI shares by way of a conversion, exchange, stock dividend, split in connection with a combination of shares, recapitalization, merger, consolidation, reorganization or otherwise.

  • The distribution of the First Payment Shares shall be subject to the securities legislation in effect in the Province of Quebec, including, among others, National Instrument 45-106 – Prospectus and Registration Exemptions (“NI 45-106”) and National Instrument 45-102 – Resale of Securities (“NI 45-102”) which provides resale restrictions and a four-month seasoning period once Queensgate Canada becomes a reporting issuer.

  • NCTI First Payment Shares shall be due and issuable on January 31, 2002 and NCTI Second Payment Shares shall be due and issuable on July 31, 2002.

Related to First Payment Shares

  • Payment Shares has the meaning set forth in Section 2.02;

  • First Payment Date shall have the meaning set forth in Section 5(b)(ii).

  • Net Payment means the amount the Issuer or any paying agent pays the Holder after deducting or withholding an amount for or on account of any present or future tax, assessment or other governmental charge imposed with respect to that payment by a taxing authority (including any withholding or deduction attributable to additional amounts payable pursuant to this Section).

  • 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.

  • Next Payment Date means each date on which the next scheduled payment under any Transaction is due to be paid.

  • Installment Payment Date means the date on which an installment payment of an assessment is payable.

  • Last Payment Date means the date for the last payment shown in the Registered Mortgage.

  • Redemption Amount means, as appropriate, the Final Redemption Amount, the Early Redemption Amount (Tax), the Optional Redemption Amount (Call), the Optional Redemption Amount (Put), the Early Termination Amount or such other amount in the nature of a redemption amount as may be specified in, or determined in accordance with the provisions of, the relevant Final Terms;

  • Optional Interest Payment Date means any Interest Payment Date other than a Compulsory Interest Payment Date.

  • Redemption Shares has the meaning set forth in Section 6.2(a). “Reviewed Year” has the meaning ascribed to said phrase under Section 6225(d)(1) of the Code.

  • Next Payment means, in respect of each Next Payment Date, the greater of (i) the amount of any payments due to be made by Party A under Section 2(a) on such Next Payment Date less any payments due to be made by Party B under Section 2(a) on such Next Payment Date (in each case, after giving effect to any applicable netting under Section 2(c)) and (ii) zero.

  • Redemption Payment Date As defined in Section 13.1.

  • Additional Interest Payment Date With respect to the Initial Securities, each Interest Payment Date.

  • Early Preference Share Redemption Amount means, subject to the provisions of the Articles and the Conditions, in respect of each Preference Share, an amount expressed in the Settlement Currency calculated by the Calculation Agent as the fair market value (calculated without taking into account the creditworthiness of the Company) of a Preference Share as of the Early Preference Share Valuation Date taking into account such factor(s) as the Calculation Agent determines appropriate, including, but not limited to, the relevant Early Preference Share Redemption Event after deducting any Associated Costs (to the extent not already reflected in such fair market value).

  • Earn-Out Payment has the meaning set forth in Section 2.07(a)(i).

  • Transfer Payment Made As defined in Section 4.03.

  • Interest Payment Amount With respect to each outstanding Class of Notes and any Payment Date, the Interest Accrual Amount for such Class of Notes, less any Modification Loss Amount for such Payment Date allocated to reduce the Interest Payment Amount owed for such Class of Notes pursuant to Section 3.03(f) hereof, or plus any Modification Gain Amount for such Payment Date allocated to increase the Interest Payment Amount owed for such Class of Notes pursuant to Section 3.03(g) hereof.

  • Earnout Payment has the meaning set forth in Section 2.3(b).

  • Early Preference Share Redemption Date means the day falling ten Business Days after the Early Preference Share Valuation Date.

  • Installment buyer or "buyer" means a person that buys, hires, or leases a motor vehicle for personal, family, or household use, and not for commercial, business, or agricultural use, under an installment sale contract or a legal successor in interest to that person.

  • Installment Payment has the meaning ascribed to it in Section 2.02(a).

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

  • First Interest Payment Date means the date specified in the relevant Final Terms; "Fixed Coupon Amount" has the meaning given in the relevant Final Terms;

  • Deferred Purchase Price shall have the meaning set forth in Section 2(a).

  • Redemption Call Purchase Price has the meaning set out in Section 5.2(a).

  • 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.