Maximum Consideration Shares definition

Maximum Consideration Shares means 19,800,000 Shares, being the maximum number of Consideration Shares to be issued for fulfilment of both the Tranche 2 Payment and the Tranche 3 Payment.
Sample 1Sample 2Sample 3
Maximum Consideration Shares means the lesser of (i) 5,085,736 shares of Purchaser’s Shares, or (ii) such number of Purchaser's Shares representing 19.0% of the issued and outstanding capital stock of the Purchaser immediately prior to the Closing (as provided by Purchaser to the Company by a certificate signed by the Chief Executive Officer or Chief Financial Officer of Purchaser at least three (3) Business Days prior to the Closing).
Sample 1
Maximum Consideration Shares has the meaning ascribed to it in Clause 3.2(b).
Sample 1

Examples of Maximum Consideration Shares in a sentence

  • The maximum number of Consideration Shares to be issued for fulfilment of both the Tranche 2 Payment and Tranche 3 Payment shall be 19,800,000 Shares (the “Maximum Consideration Shares”), which represents (i) approximately 2.75% of the existing issued share capital of the Company as at the date of this announcement; and (ii) approximately 2.68% of the issued share capital of the Company as enlarged by the allotment and issue of the Maximum Consideration Shares on a fully diluted basis.

  • Application will be made by the Company to the Stock Exchange for the listing of, and permission to deal in, the Maximum Consideration Shares.

  • The Maximum Consideration Shares will in any event remain unaffected.

  • For illustrative purposes only, assuming Maximum Conversion Shares are allotted and issued and that the Maximum Consideration Shares (as described in Section 5 of this Circular) are allotted and issued in accordance to the Subscription Agreement, the Maximum Conversion Shares and Maximum Consideration Shares will represent approximately 94.9% of the enlarged issued share capital of the Company comprising 25,712,279,324 Shares.

  • However, where the allegation against the pupil would amount to a criminal offence under general law, the standard of proof should be beyond reasonable doubt.

  • Based on the Maximum Consideration Shares of 33.27 million and 78 million shares of the Company previously in issue.

  • Note 3 The allotment and issue of the Maximum Consideration Shares is subject to the fulfillment of the 2022 Financial Guarantee and the 2023 Financial Guarantee.

  • Since Bertelsmann and Saham irrevocably undertook to elect the Share Consideration for all their Shares, the Share Consideration is expected to be oversubscribed due to the absolute number of Maximum Consideration Shares.

  • Under this formula, the Maximum Consideration Shares of 12,219,253 Consideration Shares will be allotted and issued to the Vendors if the Certified Total Revenue is £10,000,000 or more for any of FY2008, FY2009 or FY2010.

  • The maximum of 19,800,000 Consideration Shares (the “Maximum Consideration Shares”) being issued represents (i) approximately 2.75% of the existing issued share capital of the Company as at the date of this report; and (ii) approximately 2.68% of the issued share capital of the Company as enlarged by the allotment and issue of the Maximum Consideration Shares on a fully diluted basis.


More Definitions of Maximum Consideration Shares

Maximum Consideration Shares means the maximum of 4,608,295 Offeror Shares available for issue under the Share Consideration;
Sample 1
Maximum Consideration Shares means 19,800,000 shares of Pumatech Common Stock less the Transaction Expenses Adjustment.
Sample 1

Related to Maximum Consideration Shares

  • 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.

  • Consideration Shares shall have the meaning set forth in Section 2.7(c).

  • Aggregate Stock Consideration means a number of shares of Acquiror Common Stock equal to the quotient obtained by dividing (i) (x) the Base Purchase Price less (y) the Aggregate Cash Consideration, by (ii) $10.00.

  • Stock Consideration has the meaning set forth in Section 2.01(c).

  • Per Share Consideration means (i) if the consideration paid to holders of the Common Stock consists exclusively of cash, the amount of such cash per share of Common Stock, and (ii) in all other cases, the volume weighted average price of the Common Stock as reported during the ten (10) trading day period ending on the trading day prior to the effective date of the applicable event. If any reclassification or reorganization also results in a change in shares of Common Stock covered by subsection 4.1.1, then such adjustment shall be made pursuant to subsection 4.1.1 or Sections 4.2, 4.3 and this Section 4.4. The provisions of this Section 4.4 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers. In no event will the Warrant Price be reduced to less than the par value per share issuable upon exercise of the Warrant.

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

  • Common Stock Consideration has the meaning set forth in Section 1.6(b).

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

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

  • Per Share Purchase Price equals $1.00, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the date of this Agreement.

  • Share Consideration has the meaning given to it in Section 2.2;

  • Exchangeable Share Consideration has the meaning provided in the Exchangeable Share Provisions;

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

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

  • Acquisition Shares means the shares 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).

  • Earn-Out Consideration is defined in Section 2.5(c).

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

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

  • Remaining Shares has the meaning set forth in Section 4.1.2.

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

  • Put Shares means shares of Common Stock that are purchased by the Investor pursuant to a Put.

  • Share Purchase Price shall have the meaning ascribed to such term in Section 2.1(b).

  • Total Consideration shall have the meaning as set forth in Section 2.8.

  • Per Share Amount has the meaning set forth in Section 2.01(e)(iii).

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