Includible Secondary Shares definition

Includible Secondary Shares has the meaning specified in Section 2 hereof.
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Examples of Includible Secondary Shares in a sentence

  • If the managing underwriter delivers such Cutback Notice, each requesting Holder shall be entitled to include in the public offering up to its pro rata portion of the Includible Secondary Shares and in priority to the inclusion of any Other IPO Shares that are proposed to be sold in such public offering.

  • If the managing underwriter delivers such Cutback Notice, each requesting Holder shall be entitled to include up to its pro rata portion of the Includible Secondary Shares and in priority to the inclusion of any Other Shares that are proposed to be sold in such public offering.

  • If the managing underwriter delivers such Cutback Notice, the requesting Holders shall be entitled to include in the public offering up to the aggregate number of Registrable Warrant Shares that equals the greater of (i) 50% of the Includible Secondary Shares and (ii) the number of Includible Secondary Shares minus the number of Other Shares.

  • If the managing underwriter delivers such Cutback Notice, each requesting Holder shall be entitled to include in the public offering up to its pro rata portion of the Includible Secondary Shares and in priority to the inclusion of any Other Shares that are proposed to be sold in such public offering.

  • If the managing underwriter delivers such Cutback Notice, each requesting Holder shall be entitled to include in the public offering up to its pro rata portion of the Includible Secondary Shares and in priority to the inclusion of any Other IPO Shares that are proposed to be sold in such public offering, except for Other IPO Shares entitled to be included in such public offering in priority over any Warrant Shares pursuant to the terms of the Securityholders Agreement.

  • If the Managing Underwriter delivers such Cutback Notice, each requesting Holder shall be entitled to include in the public offering up to its pro rata portion of the Includible Secondary Shares on a pro rata basis with the holders of any Other Shares that are proposed to be sold in such public offering.

  • First, univariate statistics for the demonstrated knowledge and self-efficacy item responses are given for all participants combined; the reliability of scores from each scale is also examined.

  • If the managing underwriter delivers such Cutback Notice, each 6 5 requesting Holder shall be entitled to include in the public offering up to its pro rata portion of the Includible Secondary Shares and in priority to the inclusion of any Other Shares that are proposed to be sold in such public offering.

Related to Includible Secondary Shares

  • Primary Shares means at any time the authorized but unissued shares of Common Stock or shares of Common Stock held by the Company in its treasury.

  • Company Convertible Securities means, collectively, any options, warrants or rights to subscribe for or purchase any capital stock of the Company or securities convertible into or exchangeable for, or that otherwise confer on the holder any right to acquire any capital stock of the Company.

  • Ineligible Securities means securities which may not be underwritten or dealt in by member banks of the Federal Reserve System under Section 16 of the Banking Act of 1933 (12 U.S.C. Section 24, Seventh), as amended.

  • Ordinary Shares means the ordinary shares, par value $0.0001 per share, of the Company.

  • Parent Stock Price means the average of the volume weighted averages of the trading prices of Parent Common Stock on the 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 five (5) consecutive trading days ending on the trading day that is two (2) trading days prior to the Closing Date.

  • Eligible Shares has the meaning set forth in Section 4.1(a).

  • Eligible Securities means those securities which are identified as permissible securities for a particular Transaction Category.

  • Fully Diluted Shares means, at any time of determination, the number of shares of common stock of the applicable entity outstanding at such time, plus the number of shares of issuable upon exercise or conversion or otherwise pursuant to any in-the-money common stock equivalents of such entity outstanding at such time.

  • Applicable Stock Price means, in respect of a Conversion Date, the average of the Closing Sale Prices per share of Common Stock over the five-Trading Day period starting the third Trading Day following such Conversion Date.

  • Common Stock Price means, with respect to the Company and each of the Peer Companies, as of a particular date, the average of the Fair Market Value over the 15 consecutive trading days ending on, and including, such date (or, if such date is not a trading day, the most recent trading day immediately preceding such date); provided, however, that if such date is the date upon which a Transactional Change of Control occurs, the Common Stock Price of a share of common stock as of such date shall be equal to the fair value, as determined by the Committee, of the total consideration paid or payable in the transaction resulting in the Transactional Change of Control for one share of Common Stock.

  • Fully Diluted Company Shares means the total number of issued and outstanding shares of Company Common Stock, (a) after giving effect to the Company Preferred Stock or otherwise treating shares of Company Preferred Stock on an as-converted to Company Common Stock basis, and (b) treating all outstanding in-the-money Specified Company Warrants as fully vested and as if the Specified Company Warrants had been exercised for cash as of the Effective Time, but for the avoidance of doubt excluding any Company Securities described in Section 1.11(b).

  • Excess Shares shall have the meaning set forth in Section 3.1(a).

  • Qualifying Preferred Stock means non-cumulative perpetual preferred stock of the Corporation that (a) ranks pari passu with or junior to all other preferred stock of the Corporation, and (b) either (x) is subject to a Qualifying Replacement Capital Covenant or (y) is subject to Intent-Based Replacement Disclosure and has a provision that prohibits the Corporation from paying any dividends thereon upon its failure to satisfy one or more financial tests set forth therein, and (c) as to which the transaction documents provide for no remedies as a consequence of non-payment of dividends other than Permitted Remedies.

  • Fully Adjusted Regular Purchase Share Limit means, with respect to any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction from and after the date of this Agreement, the Regular Purchase Share Limit (as defined in Section 2(a) hereof) in effect on the applicable date of determination, after giving effect to the full proportionate adjustment thereto made pursuant to Section 2(a) hereof for or in respect of such reorganization, recapitalization, non-cash dividend, stock split or other similar transaction.

  • Fully Diluted Share Number means the aggregate sum of: (i) the number of shares of Company Common Stock issued and outstanding immediately prior to the Effective Time; (ii) the number of shares of Company Common Stock issuable upon the voluntary conversion of all of the shares of Company Preferred Stock issued and outstanding immediately prior to the Effective Time into Company Common Stock and (iii) the number of shares of Company Common Stock issuable upon exercise of all Stock Options.

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

  • Public Offering Price means the price per Share of the Fund at which NLD or selected dealers or selected agents may sell Shares to the public or to those persons eligible to invest in Shares as described in the Prospectus of the Funds, determined in accordance with such Prospectus under the Securities Act relating to such Shares.

  • A Ordinary Shares means the ‘A’ ordinary shares of £1.00 each in the capital of the Company;

  • Coop Shares Shares issued by a Cooperative Corporation.

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

  • Convertible Securities means any stock or securities (other than Options) directly or indirectly convertible into or exercisable or exchangeable for shares of Common Stock.

  • Ordinary Share Equivalents means any securities of the Company or the Subsidiaries which would entitle the holder thereof to acquire at any time Ordinary Shares or ADSs, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Ordinary Shares or ADSs.

  • Parent Class A Common Stock means the Class A Common Stock, par value $0.01 per share, of Parent.

  • New Ordinary Shares means the new Ordinary Shares arising on Conversion of the C Shares;

  • Founders’ Common Stock means all of the shares of Common Stock of the Company acquired by an Insider prior to the IPO for a price of approximately $0.005875 per share;

  • Total Shares means (without double-counting), as of a particular date of determination, the algebraic sum of: (A) the Initial Shares, plus (B) the Additional Shares, minus (C) all Buyback Shares repurchased or redeemed between the Effective Date and such date of determination.