Fourth Closing Shares definition

Fourth Closing Shares means a number of Shares equal to 34.9% of the outstanding common stock of the Company on the Fourth Closing Date minus the sum of the Initial Closing Shares, the Second Closing Shares and the Third Closing Shares.
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Fourth Closing Shares is defined in Section 2.1(d).
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Fourth Closing Shares means the Fourth Closing Subscription Amount divided by the Per Share Purchase Price.
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Examples of Fourth Closing Shares in a sentence

  • In the case of a Partial Closing, each Purchaser shall purchase its percentage of its Fourth Closing Shares that is equal to the percentage of the aggregate number of Fourth Closing Shares being issued and purchased at such Partial Closing.

  • At the Second Closing, the Company shall also deliver to Purchaser a certificate of the Company’s Secretary, dated as of the Second Closing Date, certifying as to the resolutions duly adopted by the necessary vote of the Company’s stockholders authorizing the issuance of the Second Closing Shares, the Third Closing Shares and the Fourth Closing Shares to Purchaser subject to and in accordance with the terms of this Agreement.

  • With respect to each proposed purchase of Second Closing Shares, Third Closing Shares, Fourth Closing Shares or Additional Shares, Gilead shall determine, in its sole discretion, whether any Antitrust Approvals will or may be required in connection with the proposed purchase of Shares, and shall hold the Company harmless from any claim that any purchase was made without a required Antitrust Approval.

  • The Purchaser shall deliver to the Company via wire transfer or a certified check immediately available funds equal to the Fourth Closing Subscription Amount and the Company shall deliver to the Purchaser the Fourth Closing Shares.

  • For clarity, the parties agree and acknowledge that (a) this Third Amended and Restated Common Stock Purchase Agreement is the “Purchase Agreement” under and as defined in the Investor Rights Agreement and (b) the Second Closing Shares, Third Closing Shares and Fourth Closing Shares constitute Registrable Securities thereunder (subject to the limitations set forth in Section 1.1.46(a) through (c) thereof).

  • Subject to the terms and conditions of this Agreement, at the Fourth Closing, the Company will issue and sell to Gilead, and Gilead will purchase from the Company, the Fourth Closing Shares, at a price per share equal to the Fourth Closing Purchase Price, for an aggregate purchase price equal to the Aggregate Fourth Closing Purchase Price.

  • Subject to the terms and conditions of this Agreement, and subject to adjustment pursuant to Section 2.1(f) below, on the Fourth Closing Date, as defined in Section 2.2(d) below, the Company agrees to issue and sell to the Purchasers, and the Purchasers agree to purchase from the Company, for an aggregate purchase price of Fifteen Million Dollars (USD $15,000,000) (the "Fourth Purchase Price"), a number of Common Shares (the "Fourth Closing Shares") equal to [*].

  • SPIL’s obligation to purchase the Fourth Closing Shares at the Fourth Closing is subject to the completion of the purchase and sale of the First Closing Shares, the Second Closing Shares and the Third Closing Shares pursuant to Sections 6.1, 6.2, 6.3, 6.4, 6.5. and 6.6 and the satisfaction (or waiver by SPIL), on or subsequent to such completion, of the condition that ChipMOS Bermuda shall have delivered to SPIL the receipt of the consideration for the Fourth Closing Shares.

  • As of the date hereof, the Company has reserved and the Company shall continue to reserve and keep available at all times during the Exercise Period, free of preemptive rights, a sufficient number of Shares for the purpose of enabling the Company to issue Shares (including the Second Closing Shares, Third Closing Shares, Fourth Closing Shares and Additional Shares) pursuant to this Agreement.


More Definitions of Fourth Closing Shares

Fourth Closing Shares means 15,238,095 shares of Common Stock, subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Common Stock prior to the Fourth Closing.
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Fourth Closing Shares. Section 2.1(d) “Governmental Official” Section 3.2(o) “HKIAC” Section 8.11(b) “HKIAC Rules” Section 8.11(b) “Indemnified Party” Section 7.2(a) “Indemnifying Party” Section 7.2(b) “Instrument of Transfer” Section 2.3(a)(i) “Investor” Preamble “Investor Rights Agreement” Recitals “Losses” Section 7.2(a) “Material Contracts” Section 3.2(l)(i)
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Related to Fourth Closing Shares

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

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

  • Second Closing has the meaning set forth in Section 2.2.

  • Subsequent Closing has the meaning set forth in Section 3.2.

  • Third Closing shall have the meaning ascribed to such term in Section 2.1(c).

  • First Closing has the meaning set forth in Section 2.1(a).

  • Initial Closing shall have the meaning ascribed to such term in Section 2.1.

  • Option Closing Purchase Price shall have the meaning ascribed to such term in Section 2.2(b), which aggregate purchase price shall be net of the underwriting discounts and commissions.

  • Second Closing Date means the date of the Second Closing.

  • Subsequent Closing Date means, with respect to each Subsequent Closing, the date on which such Subsequent Closing is deemed to have occurred.

  • Third Closing Date has the meaning set forth in Section 2.2(c).

  • Remaining Shares has the meaning set forth in Section 4.1.2.

  • Put Closing shall have the meaning set forth in Section 2.3.8.

  • IPO Closing means the initial closing of the sale of the Class A Common Stock in the IPO.

  • Initial Closing Date shall have the meaning assigned to such term in Section 1.2 hereof.

  • Closing Stock Consideration means a number of shares of Parent Common Stock equal to (a) the Stock Consideration, minus (b) any shares of Parent Common Stock used to fund the SC Escrow Amount.

  • Series Closing Date means the date designated as such in the Series Term Sheet.

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

  • Put Closing Date shall have the meaning set forth in Section 2.3.8.

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

  • First Closing Date shall refer to the time and date of delivery of certificates for the Firm Shares and such Optional Shares). Any such time and date of delivery, if subsequent to the First Closing Date, is called an “Option Closing Date,” shall be determined by the Representatives and shall not be earlier than three or later than five full business days after delivery of such notice of exercise. If any Optional Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Optional Shares (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of Optional Shares to be purchased as the number of Firm Shares set forth on Schedule A opposite the name of such Underwriter bears to the total number of Firm Shares. The Representatives may cancel the option at any time prior to its expiration by giving written notice of such cancellation to the Company.

  • 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.

  • 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;

  • Additional Closing has the meaning set forth in Section 2.3.

  • Existing Warrants means any warrants to purchase Common Stock outstanding on the date of this Agreement.

  • Final Closing means the last closing under the Private Placement;