Maximum Cash Shares definition

Maximum Cash Shares means (A) the number of shares of Company Common Stock outstanding immediately prior to the Effective Time multiplied by a percentage equal to the quotient of (i) $6.75 minus the Company E&P Distribution, divided by (ii) $26.00, minus (B) the number of shares, if any, that RECO elects to purchase from shareholders prior to the Effective Time pursuant to the Shareholders Agreement. The amount of cash equal to the Maximum Cash Consideration Per Share times the Maximum Cash Shares is hereinafter referred to as the "Total Cash Consideration." The "Company E&P Distribution" shall mean the quotient of (A) (i) the number of shares of Company Common Stock outstanding immediately prior to the Effective Time minus the Maximum Cash Shares, multiplied by (ii) the Adjusted E&P Distribution, divided by (B) the number of shares of Company Common Stock outstanding immediately prior to the Effective Time.
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Maximum Cash Shares means the number equal to the aggregate number of shares of Company Common Stock outstanding as of the Effective Date minus the Maximum Stock Shares.
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Maximum Cash Shares means 55% of the Aggregate Shares, less any Dissenting Shares. The "Aggregate Shares" means all Shares issued and outstanding immediately prior to the Effective Time other than those Shares which are to be canceled in accordance with Section 2.02(a).
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Examples of Maximum Cash Shares in a sentence

  • The maximum number of Smucker Shares entitled to the Cash Consideration pursuant to this Section 3.01(e) is referred to as the "Maximum Cash Shares".

  • The number of Electing Shares covered by each Form of Election to be converted into the Cash Consideration shall be determined by multiplying the number of Electing Shares covered by such Form of Election by a fraction, the numerator of which is the Maximum Cash Shares and the denominator of which is the total number of Electing Shares, rounded down to the nearest whole number.

  • Anything in this Article II to the contrary notwithstanding, holders of Electing Shares will not be entitled to, and RECO will not be obligated in implementing Section 2.01(c) to pay, the Maximum Cash Consideration Per Share in respect of the number of Electing Shares that exceeds the Maximum Cash Shares.

  • For the avoidance of doubt, for Tax purposes, no adjustment shall be made to the Merger Consideration, Maximum Cash Shares in Merger, Merger Cash Proration Factor or Merger Stock Proration Factor to reflect the effect of any cash distribution permitted to be made by the Company under this Agreement prior to the Effective Time, including any cash dividend paid pursuant to Section 6.4(a).

  • If the total number of Cash Election Shares eligible to receive Merger Consideration pursuant to Section 3.1(a) exceeds the Maximum Cash Shares in Merger, such Cash Elections shall be subject to proration as follows: For each such Cash Election, the number of Company Shares that shall be converted into the right to receive the Cash Consideration shall be (A) the total number of Cash Election Shares multiplied by (B) the Merger Cash Proration Factor, rounded down to the nearest Company Share.

  • The “ Offer Cash Proration Factor” means a fraction (x) the numerator of which shall be the Maximum Cash Shares in Offer and (y) the denominator of which shall be the total number of Cash Election Shares validly tendered and not withdrawn in the Offer.

  • There shall be no more than 3,542,131 ----------------- Dissenting Shares in the aggregate; provided, however, that the Company may not -------- ------- rely on the failure of such condition to be satisfied if, prior to the Closing, Patriot has given the Company written notice that, notwithstanding Section 2.01(f), the number of Dissenting Shares in excess of 3,542,131 will not be subtracted in calculating the Maximum Cash Shares pursuant to Section 2.01(f).

  • The “Merger Cash Proration Factor” means a fraction (x) the numerator of which shall be the Maximum Cash Shares in Merger and (y) the denominator of which shall be the aggregate number of Cash Election Shares eligible to receive Merger Consideration pursuant to Section 3.1(a).

  • The maximum number of Shares entitled to the Cash Election Price pursuant to this Section 3.01(f) is hereinafter referred to as the "Maximum Cash Shares".


More Definitions of Maximum Cash Shares

Maximum Cash Shares means (A) 50% of the aggregate number of shares of all Sunrise Common Stock outstanding immediately prior to the Effective Time LESS (B) the sum of (1) the aggregate number of shares of Sunrise Common Stock that are Dissenting Shares PLUS (2) the aggregate fractional shares of Sunrise Common Stock for which the holders of such Sunrise Common Stock are entitled to receive cash in lieu of fractional shares of EAI Common Stock pursuant to Section 2.01(d) hereof.
Sample 1
Maximum Cash Shares means 55% of the Aggregate Shares, less any Dissenting Shares. The "AGGREGATE SHARES" means all Shares issued and outstanding immediately prior to the Effective Time other than those Shares which are to be canceled in accordance with Section 2.02(a).
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Related to Maximum Cash Shares

  • Daily Maximum Cash Amount means, with respect to the conversion of any Note, the quotient obtained by dividing (A) the Specified Dollar Amount applicable to such conversion by (B) forty (40).

  • Maximum Share Amount shall have the meaning set forth in Section 2.01(c).

  • Minimum Cash Amount shall have the meaning set forth in Section 6.2(iv).

  • Per Share Amount has the meaning set forth in Section 2.2.1 hereof.

  • Per Share Cash Amount for purposes of this Section 2(b) means an amount equal to the sum of (I) the average of the closing price of the Common Stock for the 20 trading days immediately preceding the date of the Change in Control and (II) any cash dividend payable on a share of Common Stock during the 20 trading-day period described in the foregoing. If settlement of the Performance Share Units may not be made within the period specified in this Section 2(b) due to the limitation in Section 14(t)(iii)(A) of the Plan, such settlement shall be made in accordance with Section 5 of the Agreement.

  • Aggregate Cash Consideration has the meaning set forth in Section 3.01(b)(ii).

  • Maximum Contribution Amount shall equal the excess of (i) the aggregate proceeds received by such Holder pursuant to the sale of such Registrable Notes or Exchange Notes over (ii) the aggregate amount of damages that such Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. The Holders’ obligations to contribute pursuant to this Section 8(d) are several in proportion to the respective principal amount of the Registrable Securities held by each Holder hereunder and not joint. The Company’s and Subsidiary Guarantors’ obligations to contribute pursuant to this Section 8(d) are joint and several. The indemnity and contribution agreements contained in this Section 8 are in addition to any liability that the Indemnifying Parties may have to the Indemnified Parties.

  • Net Share Amount has the meaning set forth in Section 3.03(c).

  • Aggregate Stock Consideration has the meaning set forth in Section 3.01(b)(iii).

  • Daily Share Amount means, with respect to any VWAP Trading Day, the quotient obtained by dividing (A) the excess, if any, of the Daily Conversion Value for such VWAP Trading Day over the applicable Daily Maximum Cash Amount by (B) the Daily VWAP for such VWAP Trading Day. For the avoidance of doubt, the Daily Share Amount will be zero for such VWAP Trading Day if such Daily Conversion Value does not exceed such Daily Maximum Cash Amount.

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

  • Maximum Cap Rate For any Distribution Date with respect to the Group I Certificates, a per annum rate equal to the sum of (i) the product of (x) the weighted average of the Expense Adjusted Net Maximum Mortgage Rates of the Group I Mortgage Loans minus an amount, expressed as a percentage, equal to the Net Swap Payment and Swap Termination Payment, if any (other than termination payments resulting from a Swap Provider Trigger Event), due from the Trust for such Distribution Date, multiplied by 12, weighted on the basis of the outstanding Stated Principal Balances of the Group I Mortgage Loans as of the first day of the month preceding the month of such Distribution Date (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) and (y) a fraction, the numerator of which is 30 and the denominator of which is the actual number of days elapsed in the related Interest Accrual Period and (ii) an amount, expressed as a percentage, equal to a fraction, the numerator of which is equal to the Net Swap Payment made by the Interest Rate Swap Provider and the denominator of which is equal to the aggregate Stated Principal Balance of the Mortgage Loans, multiplied by 12. For any Distribution Date with respect to the Group II Certificates, a per annum rate equal to the sum of (i) the product of (x) the weighted average of the Expense Adjusted Net Maximum Mortgage Rates of the Group II Mortgage Loans minus an amount, expressed as a percentage, equal to the Net Swap Payment and Swap Termination Payment, if any (other than termination payments resulting from a Swap Provider Trigger Event), due from the Trust for such Distribution Date, multiplied by 12, weighted on the basis of the outstanding Stated Principal Balances of the Group II Mortgage Loans as of the first day of the month preceding the month of such Distribution Date (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) and (y) a fraction, the numerator of which is 30 and the denominator of which is the actual number of days elapsed in the related Interest Accrual Period and (ii) an amount, expressed as a percentage, equal to a fraction, the numerator of which is equal to the Net Swap Payment made by the Interest Rate Swap Provider and the denominator of which is equal to the aggregate Stated Principal Balance of the Mortgage Loans, multiplied by 12. For any Distribution Date with respect to the Mezzanine Certificates, a per annum rate equal to the sum of (i) the product of (x) the weighted average (weighted on the basis of the results of subtracting from the aggregate Stated Principal Balance of the applicable Loan Group, the current Certificate Principal Balance of the related Class A Certificates) of the weighted average of the Expense Adjusted Net Maximum Mortgage Rates of the Group I Mortgage Loans and the Group II Mortgage Loans, in each case, weighted on the basis of the outstanding Stated Principal Balances of the related Mortgage Loans as of the first day of the month preceding the month of such Distribution Date (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) and (y) a fraction, the numerator of which is 30 and the denominator of which is the actual number of days elapsed in the related Interest Accrual Period and (ii) an amount, expressed as a percentage, equal to a fraction, the numerator of which is equal to the Net Swap Payment made by the Interest Rate Swap Provider and the denominator of which is equal to the aggregate Stated Principal Balance of the Mortgage Loans, multiplied by 12.

  • Excess Cash Amount means, as of any Excess Cash Measurement Date, (a) the total amount of Unrestricted Cash, less (b) the sum of (i) the applicable Minimum Cash Threshold hereto corresponding to such Excess Cash Measurement Date, (ii) the total amount of scheduled payments due by OEC and its Subsidiaries, taken as a whole, under (x) the New Notes and (y) any other Permitted Indebtedness in each case in the subsequent twelve (12) month period, (iii) projected expenses for the Issuer to conduct its operations during the subsequent twelve (12) month period, including any foreign currency conversion expenses and (iv) for any Excess Cash Measurement Date through (and including) December 31, 2024, any Fines due by OEC and its Subsidiaries for the subsequent twelve (12) month period; less (c) an amount equal to the Required Gross-Up; provided that any items already deducted from cash and short-term investments of OEC and its Subsidiaries for purposes of determining Unrestricted Cash shall not be deducted again for purposes of determining the Excess Cash Amount.

  • Per Share Cash Consideration has the meaning set forth in Section 3.01(a)(ii).

  • Minimum Consideration means the $.01 par value per share or such larger amount determined pursuant to resolution of the Board to be capital within the meaning of Section 154 of the Delaware General Corporation Law.

  • Broken Amount means, in respect of any Interest Payment Date, the amount specified in the relevant Final Terms.

  • Class A Ordinary Share Value means, as of the close of business on the day preceding the date, the volume weighted average trading price of the Class A Ordinary Shares on all trading platforms or trading systems on which the Class A Ordinary Shares are being traded over the forty-five (45) trading days then ended, provided, that if the total aggregate trading volume over such 45-trading-day period is less than 5% of the public float, such period shall be extended to the ninety (90) trading days then ended, provided, further, if the total aggregate trading volume over such 90-trading-day period is less than 5% of the public float, the holder of the Class B Ordinary Shares shall request that the Board obtain an appraisal of the value of the Class A Ordinary Shares from one or more independent nationally-recognized third party appraisal companies and such appraisal shall constitute the Class A Ordinary Share Value.

  • Interest Share Amount shall have the meaning set forth in Section 2(a).

  • Share Dilution Amount means the increase in the number of diluted shares outstanding (determined in accordance with GAAP applied on a consistent basis, and as measured from the date of the Issuer’s most recent consolidated financial statements prior to the Signing Date) resulting from the grant, vesting or exercise of equity-based compensation to employees and equitably adjusted for any stock split, stock dividend, reverse stock split, reclassification or similar transaction.

  • Per Share Value means the average value of the consideration to be received in respect of each outstanding Common Share pursuant to the Qualifying Transaction as determined by mutual agreement of the Independent Directors (as defined in Section 2(b)(ii) below) and the holders of not less than 50% in interest of all outstanding warrants to purchase Common Shares containing this provision, or, if they shall fail to agree, by an Investment Bank.

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

  • Maximum Purchase Amount means, for any CP Conduit, the aggregate Commitments of its Committed Purchasers, as set forth on Schedule I hereto.

  • Maximum Commitment Amount means Five Million Dollars ($5,000,000.00).

  • Maximum Face Amount means, with respect to any outstanding Letter of Credit, the face amount of such Letter of Credit including all automatic increases provided for in such Letter of Credit, whether or not any such automatic increase has become effective.

  • Maximum Put Amount means the lesser of (i) Two Hundred Fifty Thousand Dollars ($250,000), or (ii) Two Hundred Fifty percent (250%) of the average of the Dollar Volume for the twenty (20) Trading Days immediately preceding the Put Date.

  • Maximum Number of Shares is defined in Section 2.1.4.