Initial Consideration Shares definition

Initial Consideration Shares has the meaning set forth in Section 6.1.
Initial Consideration Shares has the meaning ascribed by Clause 4.2;
Initial Consideration Shares means the Common Stock of Marquee Inc. to be issued by Marquee Inc. at Completion pursuant to Clause 3.2(a) and ranking pari passu with the existing Common Stock of Marquee Inc. at the date of issue;

Examples of Initial Consideration Shares in a sentence

  • Such prohibited hedging or other transactions would include without limitation any short sale or any purchase, sale or grant of any right (including without limitation any put or call option) with respect to any of the Initial Consideration Shares or with respect to any security that includes, relates to, or derives any significant part of its value from the Initial Consideration Shares.

  • Takeda acknowledges that, upon initial issuance, the certificates evidencing the Initial Consideration Shares will bear the following legends: Securities Act Legend THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”).

  • As consideration for transfer of the Company’s Shares to IMC and the payments referred to in Clause 2.1.3, IMC will issue and allot to MVI, free and clear of all Encumbrances, subject only to Clause 11.2, and credited as fully paid the Initial Consideration Shares and, subject to the occurrence of the First Adjustment Date and the Second Adjustment Date, the First Additional Consideration Shares and the Second Additional Consideration Shares respectively.

  • The foregoing restriction is expressly agreed to preclude Takeda from engaging in any hedging or other transaction which is designed to or which reasonably could be expected to lead to or result in a sale or disposition of the Initial Consideration Shares even if such Initial Consideration Shares would be disposed of by someone other than Takeda.

  • Certificates evidencing the Initial Consideration Shares shall not be required to contain the Lock-Up Legend following the expiration of the Initial Consideration Shares Lock-Up Period.


More Definitions of Initial Consideration Shares

Initial Consideration Shares means the Common Stock of the Purchaser to be issued by the Purchaser at Completion pursuant to Clause 3.1(b) and ranking pari passu with the existing Common Stock of the Purchaser at the date of issue;
Initial Consideration Shares has the meaning ascribed thereto in Section 2.2;
Initial Consideration Shares means 2,500,000 shares of common stock in the share capital of the Purchaser and which the Purchaser shall procure to transfer to the Seller in accordance with clause 4.1;
Initial Consideration Shares means such number of validly- issued, fully-paid and nonassessable shares of Common Stock that have not been registered under the Securities Act issued to the Borrower at the Closing as are equal to (a) $1,000,000 divided by (b) the per-share Common Stock closing price as quoted on the NASDAQ Small Cap market system on the last trading day immediately preceding the date of the Closing.
Initial Consideration Shares has the meaning assigned to that term in Section 2.2; (ee) “Intangible Property” means all right, title and interest of OPINIT in and to all registered and unregistered Trademarks, trade or brand names, copyrights, designs, inventions, software, licenses, distribution agreements, authorities, restrictive covenants, and other rights used in connection with the Business;
Initial Consideration Shares means the number of new Ordinary Shares to be issued by IMC which will equal 51 per cent of the total aggregate number of Ordinary Shares then in issue following such issuance (on a fully diluted basis) and will, when issued and allotted to MVI, result in MVI’s shareholding in IMC increasing by 51 percentage points) as calculated in a manner consistent with the example set out in Annex 4;
Initial Consideration Shares means that number of shares of Class A Common Stock as shall be determined by dividing (a) EUR 350,000, by (b) 100% of the closing price per share of Boxlight’s Class A Common Stock, as traded in the United States on Nasdaq on the trading day which shall be five Business Days following Closing, to be allotted, credited as fully paid, to the Seller, in accordance with Clause 4.4.2. Intellectual Property Rightshas the meaning given in paragraph 18.1 of Part 1 of Schedule 2. IT Contracts has the meaning given in paragraph 19.1 of Part 1 of Schedule 2. IT System has the meaning given paragraph 19.1 of Part 1 of Schedule 2. Lease has the meaning given in paragraph 22.1 of Part 1 of Schedule 2. Leasehold Property has the meaning given in paragraph 22.1 of Part 1 of Schedule 2. Lease Sums has the meaning given in paragraph 22.9 of Part 1 of Schedule 2.Loss(es) any expense, cost, penalty, payment, loss of value or income, or damage on a euro-for-euro basis incurred, borne or suffered by the Company or the Buyer in connection with a breach of the Warranties (i.e. any Warranty not being true, complete correct and/or not misleading to the extent that it omits to state a fact that should have been stated for the Warranty not to be misleading) or any of the undertakings and/or obligations of the Seller provided for in this agreement, but excluding reputational damages. Management Agreementhas the meaning given in Clause 4.3.5. Material Contracthas the meaning given in paragraph 11.1 of Part 1 of Schedule 2. Material Counterpartyhas the meaning given in paragraph 10.1 of Part 1 of Schedule 2. Nasdaq means the Nasdaq Capital Market securities exchange of the Nasdaq Stock Market. Policies has the meaning given in paragraph 7.2 of Part 1 of Schedule 2. Proceedings has the meaning given in paragraph 8.1 of Part 1 of Schedule 2. Prospective Customerhas the meaning given in Clause 11.1. Purchase Price the purchase price for the Sale Shares to be paid by the Buyer to the Seller in accordance with Clause 3. Records has the meaning given in paragraph 24.1 of Part 1 of Schedule 2.