Initial Parent Shares definition

Initial Parent Shares has the meaning set forth in Section 2.6(a)(ii)(B). For the avoidance of doubt, it is acknowledged that the Initial Parent Shares include the Escrow Shares.
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Initial Parent Shares. Section 2.1(a)
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Initial Parent Shares means the aggregate of the Parent Common Stock to be issued pursuant to Sections 2.7(c)(i) and (ii).
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Examples of Initial Parent Shares in a sentence

  • Parent shall, subject to Section 2.7, keep the Initial Registration Statement, once effective, continuously effective to the extent provided in clause (ii) below, until all Initial Parent Shares covered thereby have ceased to be Registrable Securities.

  • If an Equity Shortfall Notice is delivered to MHRx, MHRx shall have the option, exercisable in its sole discretion, to elect to reduce the Initial Cash Merger Consideration by the Equity Shortfall Amount and increase the number of Initial Parent Shares by a number of shares of Parent Common Stock equal to the Equity Shortfall Amount divided by $20.

  • Each Person who is issued Initial Parent Shares shall have a proportionate interest in the Escrow Shares and the Escrow Cash deposited in the Escrow Fund (the amount of such proportionate interests to be provided to Parent by MHRx not later than two (2) Business Days prior to the Closing Date).

  • Parent shall use its commercially reasonable efforts to cause the Initial Parent Shares to be approved for listing on NYSEAlternextUS or such other securities exchange as may be mutually agreed to in writing by Parent and the Company, subject to official notice of issuance, prior to the Effective Time.

  • At the Effective Time, Parent shall deposit with the Escrow Agent (i) ten percent of the Initial Parent Shares (the “Indemnity Escrow Amount”), which will be available to satisfy the indemnity obligations set forth in Article VIII and (ii) five percent of the Initial Parent Shares (the “Adjustment Escrow Amount”), which will be available to effectuate the downward adjustment to the Initial Parent Shares described in Section 2.4(c).

  • Section 2.7(c) of the Company Disclosure Statement sets forth the allocation of Initial Cash Consideration, Initial Parent Shares and the Escrowed Indemnity Shares to be deposited into escrow with the Escrow Agent among all of the holders of the Company Preferred Stock and Company Common Stock (the “Company Stockholders”) immediately prior to the Effective Time.

  • The Payment Schedule sets forth for each Shareholder the number of Initial Parent Shares and amount of Cash Consideration to be delivered to such Shareholder as provided in Section 1.2.3 and the number of Escrow Parent Shares to be placed into escrow by the Parent on behalf of such Shareholder pursuant to Section 1.3.

  • At the Effective Time, pursuant to the Merger Agreement, Parent shall deposit with the Escrow Agent, on behalf of the Participating Rights Holders (i) ten (10%) percent of the Initial Parent Shares (the “Indemnity Escrowed Shares”) and (ii) five (5%) percent of the Initial Parent Shares (the “Adjustment Escrowed Shares,” and together with the Indemnity Escrow Shares, the “Escrowed Shares”).

  • On the Relationship between Cognitive Ability and Risk Preference.

  • At the Closing (as defined herein below), (a) Parent shall deliver a number of Parent Shares which shall be determined by dividing $1,000,000 by the Initial VWAP (the "Escrow Parent Shares") into escrow pursuant to the terms of Section 1.3 herein, and (b) Parent shall deliver the Cash Consideration and the Parent Shares other than the Escrow Parent Shares (the "Initial Parent Shares") to the Shareholders as provided in Section 1.2.3 herein.


More Definitions of Initial Parent Shares

Initial Parent Shares has the meaning set forth in the recitals hereof.
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Initial Parent Shares is defined in Section 2.1(c).
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Related to Initial Parent Shares

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

  • 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.

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

  • Holdco Shares means the ordinary shares of HoldCo with a par value of US$0.0001 per share.

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

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

  • Amalco Shares means the common shares in the capital of Amalco;

  • Exchange Shares has the meaning set forth in Section 2.01(b).

  • Co-op Shares Shares issued by private non-profit housing corporations.

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

  • Parent Warrants has the meaning set forth in Section 5.3(a).

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

  • Subco Shares means the common shares in the capital of Subco;

  • Coop Shares Shares issued by a Cooperative Corporation.

  • Public Shares means the Ordinary Shares included in the Units issued in the Public Offering; (vi) “Trust Account” shall mean the trust account into which a portion of the net proceeds of the Public Offering and the sale of the Private Placement Warrants shall be deposited; (vii) “Transfer” shall mean the (a) sale of, offer to sell, contract or agreement to sell, hypothecate, pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position or liquidation with respect to or decrease of a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder with respect to, any security, (b) entry into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any security, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (c) public announcement of any intention to effect any transaction specified in clause (a) or (b); and (viii) “Charter” shall mean the Company’s Amended and Restated Memorandum and Articles of Association, as the same may be amended from time to time.

  • Merger Shares has the meaning set forth in Section 2.2(c).

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

  • Equity Shares shall have the meaning attributed to such term in the recitals of this Agreement;

  • A Shares means shares issued by companies incorporated in the PRC and listed on the SSE or the SZSE, traded in RMB and available for investment by domestic investors through Stock Connect.

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

  • SpinCo Shares means the shares of common stock, par value $0.01 per share, of SpinCo.

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

  • Newco Shares means the common shares in the capital of Newco;

  • Merger Sub Common Stock means the common stock, par value $0.01 per share, of Merger Sub.

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