Make Good Shares definition

Make Good Shares shall have the meaning assigned to such term in Section 4.19(b).
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Make Good Shares means a number of shares of Common Stock equal to 15% of the maximum number of shares of Common Stock issuable upon conversion of the Notes (measured as of the Final Closing Date). The number of Make Good Shares transferable to Investors shall be equal to: [(the Guaranteed Amount – actual Combined Net Sales of the Company for the fiscal years ending March 31, 2011 and 2012)/the Guaranteed Amount]*aggregate number of Make Good Shares
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Make Good Shares means the shares that may be issued to Buyer in accordance with Section 4(t) of the Investment Agreement.
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Examples of Make Good Shares in a sentence

  • Any such transfer of the 2006 Make Good Shares under this Section shall be made to an Investor within 10 Business Days after the date which the 2006 audit report for the Company is filed with the Commission and otherwise in accordance with the Make Good Escrow Agreement.

  • The terms and conditions regarding release of the Make Good Shares from escrow was set forth in the Escrow Agreement.

  • Any interpleader action instituted in accordance with this Section 7 shall be filed in any court of competent jurisdiction in the State of New York, and the Make Good Shares in dispute shall be deposited with the court and in such event Escrow Agent shall be relieved of and discharged from any and all obligations and liabilities under and pursuant to this Escrow Agreement with respect to the Make Good Shares and any other obligations hereunder.

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  • In the event the audited consolidated financial statements of the Company reflect $12,000,000 or more of After-Tax Net Income for the fiscal year ended June 30, 2006, no transfer of the 2006 Make Good Shares shall be required by Xxxxxx Xxx (through the Make Good Escrow Agent) to the Investors under this Section and such 2006 Make Good Shares shall be returned to Xxxxxx Xxx in accordance with the Make Good Escrow Agreement.

  • Should the preceding formula yield a number equal to or less than zero, no transfer of 2008 Make Good Shares shall be made to Investors.

  • No portion of the Make Good Shares shall be subject to interference or control by any creditor of any party hereto, or be subject to being taken or reached by any legal or equitable process in satisfaction of any debt or other liability of any such party hereto prior to the disbursement thereof to such party hereto in accordance with the provisions of this Escrow Agreement.

  • As a condition to the closing of the Original Agreement, the Parties agreed to place the Make Good Shares into escrow for the benefit of the Investors, pursuant to a Share Escrow Agreement, dated as of July 19, 2006, to be distributed to the Investors in the event that the Company fails to meet certain Performance Thresholds as set forth therein.

  • The parties hereby agree to establish an escrow account with the Escrow Agent whereby the Escrow Agent shall hold the Make Good Shares.

  • Should the preceding formula yield a number equal to or less than zero, no transfer of 2007 Make Good Shares shall be made to Investors.


More Definitions of Make Good Shares

Make Good Shares has the meaning set forth in Section 4.11.
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Make Good Shares means any of the 2008 Make Good Shares or the 2009 Make Good Shares.
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Make Good Shares means those 1,500,000 shares of Common Stock to be deposited into escrow pursuant to the Make Good Escrow Agreement.
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Make Good Shares means the 2,465,753 shares of Common Stock of the Company deposited in an escrow account pursuant to the terms of the Escrow Agreement.
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Make Good Shares means 500,000 shares of Common Stock owned by the Make Good Pledgor. The number of Make Good Shares transferable to Investors shall be calculated as follows:
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Related to Make Good Shares

  • Earn-Out Shares has the meaning provided in Section 2.2(b).

  • Note Shares means the shares of Common Stock issuable upon conversion of a Note, including any outstanding principal and accrued interest.

  • Escrowed Shares has the meaning set forth in Section 2.4.

  • DWAC Shares means shares of Common Stock that are (i) issued in electronic form, (ii) freely tradable and transferable and without restriction on resale and (iii) timely credited by the Company to the Investor’s or its designee’s specified Deposit/Withdrawal at Custodian (DWAC) account with DTC under its Fast Automated Securities Transfer (FAST) Program, or any similar program hereafter adopted by DTC performing substantially the same function.

  • Coop Shares Shares issued by a Cooperative Corporation.

  • Management Shares means a management share in the capital of the ICAV which shall have the right to receive an amount not to exceed the consideration period for such Management Share.

  • Stock Election Shares shall have the meaning set forth in Section 3.2.1.

  • Earnout Shares has the meaning set forth in Section 3.6(a).

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

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

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

  • Settlement Shares With respect to any Settlement Date, a number of Shares, not to exceed the Base Amount, designated as such by Party B in the related Settlement Notice or by Party A pursuant to “Termination Settlement” below; provided that on the Maturity Date the number of Settlement Shares shall be equal to the Base Amount on such date.

  • Commitment Shares shall have the meaning set forth in Section 12.04.

  • Buyer Shares means the common stock, with a par value of $0.0001 per share, of Buyer.

  • Put Shares means all shares of Common Stock issued, or that the Company shall be entitled to issue, per any applicable Put Notice in accordance with the terms and conditions of this Agreement.

  • Cash Election Shares shall have the meaning set forth in Section 3.2.1.

  • Sold Shares shall have the meaning specified in Section 6.

  • Purchase Shares has the meaning set forth in Section 2.1.

  • Full Entitlement Share(s) shall have the respective meanings set forth in Section 2.12.

  • Payment Shares has the meaning set forth in Section 2.02;

  • Purchased Shares has the meaning set forth in Section 2.01.

  • VMTP Shares means Variable Rate MuniFund Term Preferred Shares, $0.00001 par value per share, liquidation preference $100,000 per share plus an amount equal to accumulated but unpaid dividends thereon (whether or not earned or declared), of the Trust. The preferences, voting powers, restrictions, limitations as to dividends, qualifications, and terms and conditions of redemption of each series of VMTP Shares are set forth in the VMTP Shares Statement.

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

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

  • Conversion Shares means, collectively, the shares of Common Stock issuable upon conversion of the shares of Preferred Stock in accordance with the terms hereof.

  • Pre-Funded Warrant Shares means the shares of Common Stock issuable upon exercise of the Pre-Funded Warrants.