Such Restructuring Fee and Assigned Receivables and all rights title and interest, whether legal or equitable) of any Subscribing Lender) shall be deemed to be satisfied in full, immediately upon the Lender Share Issuance.
Share Issuance means the issuance of Parent Common Stock pursuant to the Merger.
Permitted Share Issue means an issue of:
Share Issuer means the issuer of the Share.
Per Share Stock Consideration has the meaning set forth in Section 3.01(a)(i).
Offering Shares means the shares of Common Stock included in the Units issued pursuant to this Agreement and Investor Warrant Shares.
Delivery ex stock means immediate delivery directly from stock actually on hand.
Commitment Shares shall have the meaning set forth in Section 12.04.
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.
Class A Common Shares means class A common shares of a nominal or par value of US$0.00001 each in the capital of the Company having the rights provided for in the Memorandum and Articles of Association, and any shares into which such class A common shares may be converted.
Additional Shares of Common Stock means all shares of Common Stock issued (or, pursuant to Subsection 4.4.3 below, deemed to be issued) by the Corporation after the Series B Original Issue Date, other than (1) the following shares of Common Stock and (2) shares of Common Stock deemed issued pursuant to the following Options and Convertible Securities (clauses (1) and (2), collectively, “Exempted Securities”):
Common Warrant Shares means the shares of Common Stock issuable upon exercise of the Common Warrants.
Private Placement Units shall have the meaning given in the Recitals hereto.
Common Warrants means, collectively, the Common Stock purchase warrants delivered to the Purchasers at the Closing in accordance with Section 2.2(a) hereof, which Common Warrants shall be exercisable immediately upon issuance and have a term of exercise equal to five (5) years from the initial exercise date, in substantially the form of Exhibit A attached hereto.
Conversion Share means any share of Common Stock issued or issuable upon conversion of any Note.
Initial Shares means all of the outstanding shares of Common Stock issued prior to the consummation of the Company’s initial public offering.
Additional Shares shall have the meaning specified in Section 14.03(a).
Exempt Issuance means the issuance of (a) shares of Common Stock or options to employees, officers or directors of the Company pursuant to any stock or option plan duly adopted for such purpose, by a majority of the non-employee members of the Board of Directors or a majority of the members of a committee of non-employee directors established for such purpose for services rendered to the Company, (b) securities upon the exercise or exchange of or conversion of any Securities issued hereunder and/or other securities exercisable or exchangeable for or convertible into shares of Common Stock issued and outstanding on the date of this Agreement, provided that such securities have not been amended since the date of this Agreement to increase the number of such securities or to decrease the exercise price, exchange price or conversion price of such securities (other than in connection with stock splits or combinations) or to extend the term of such securities, and (c) securities issued pursuant to acquisitions or strategic transactions approved by a majority of the disinterested directors of the Company, provided that such securities are issued as “restricted securities” (as defined in Rule 144) and carry no registration rights that require or permit the filing of any registration statement in connection therewith during the prohibition period in Section 4.12(a) herein, and provided that any such issuance shall only be to a Person (or to the equityholders of a Person) which is, itself or through its subsidiaries, an operating company or an owner of an asset in a business synergistic with the business of the Company and shall provide to the Company additional benefits in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securities.
Conversion Stock means shares of Common Stock issued upon conversion of the Preferred Stock.
PIPE Shares shall have the meaning given in the Recitals hereto.
Warrant Share Delivery Date shall have the meaning set forth in Section 2(d)(i).
Founder Shares shall have the meaning given in the Recitals hereto and shall be deemed to include the shares of Common Stock issuable upon conversion thereof.
VWAP Purchase Share Percentage means, with respect to any particular VWAP Purchase Notice pursuant to Section 1(c) hereof, the percentage set forth in the VWAP Purchase Notice which the Buyer will be required to buy as a specified percentage of the aggregate shares traded on the Principal Market during normal trading hours up to the VWAP Purchase Share Volume Maximum on the VWAP Purchase Date subject to Section 1(c) hereof but in no event shall this percentage exceed thirty percent (30%) of such VWAP Purchase Date’s share trading volume of the Common Stock on the Principal Market during normal trading hours.
Private Placement Shares shall have the meaning given in the Recitals hereto.
Additional Stock means any shares of Common Stock issued (or deemed to have been issued pursuant to subsection 4(d)(i)(E)) by this corporation on or after the Filing Date other than:
Conversion Shares means, collectively, the shares of Common Stock issuable upon conversion of the shares of Preferred Stock in accordance with the terms hereof.
Additional Ordinary Shares means Ordinary Shares issued by the Guarantor following the issuance of the Subscribed Ordinary Shares;