Maximum Stock Election Number definition

Maximum Stock Election Number shall have the meaning set forth in Section 3.1(f) of this Agreement.
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Maximum Stock Election Number has the meaning set forth in ss.2(f)(i).
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Maximum Stock Election Number means the result obtained (rounding down to the nearest whole share) by dividing the Parent Shares Available by the Exchange Ratio.
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Examples of Maximum Stock Election Number in a sentence

  • If the aggregate number of NU Common Shares and associated NU Rights in respect of which elections have been made or deemed made pursuant to Section 2.02 exceeds the Maximum Stock Election Number or the Maximum Cash Election Number, as the case may be, the consideration for which such elections have been made or deemed made shall be referred to herein as the "Oversubscribed Consideration".

  • The number of Stock Election Shares shall not be greater than 75% of the number of Outstanding Target Shares (the "Maximum Stock Election Number").

  • If the total number of Stock Election Shares is equal to or less than the Maximum Stock Election Number then, subject to Section 3.01(g)(iii), all such Stock Election Shares, shall be converted into the right to receive the Stock Consideration from New Holdco in accordance with the terms of Section 3.01(b) and Section 3.01(c).

  • The number of shares of Company Common Stock to be converted into the right to receive InterWest Common Stock in the Merger shall not exceed 50% ("Maximum Stock Election Number") of the number of shares of Company Common Stock outstanding immediately prior to the Effective Date (excluding Dissenting Shares and shares exchanged for cash pursuant to Section 2.5).

  • As used herein, the "Individual Maximum Number" for any Eligible Stockholder equals the product of (x) the number of Shares owned by such Eligible Stockholder multiplied by (y) a fraction the numerator of which is (i) the Maximum Stock Election Number and (ii) the denominator of which is the number of issued and outstanding Shares and Options as of the date hereof.

  • The number of shares of TARGET Common Stock to be converted into the right to receive Stock Consideration shall be not less than 51% of the number of Outstanding TARGET Shares (the "Minimum Stock Election Number") and not greater than 65% of the number of Outstanding TARGET Shares (the "Maximum Stock Election Number").

  • Its absence may indicate the presence of morphological changes in the organ and decrease in the adaptation reserves.The first measurement is true, the second in 3-5 minutes after carrying out the harmonization procedure (tonifying, sedation or harmonization depending on the total parameters level), shows the functional lability of adaptation systems.Throughout the measurement time, the patient should sit stilly without moving fingers, toes and limbs that can cause false values.

  • As used herein the "Stock Election Value" means the lesser of (i) $40 million and (ii) $25 multiplied by the positive difference between (x) the Maximum Stock Election Number and (y) the number of Electing Shares.

  • Assuming for purposes of this representation that a number of shares equal to the Maximum Stock Election Number is issued as Stock Consideration pursuant to Section 3.01(b), immediately after the Effective Time the Maximum Stock Election Number will represent approximately 30% of the issued and outstanding common stock of New Holdco.


More Definitions of Maximum Stock Election Number

Maximum Stock Election Number is added to Appendix A immediately following the definition of “LMA”:
Sample 1
Maximum Stock Election Number shall have the meaning set forth in Section 3.01(g).
Sample 1
Maximum Stock Election Number has the meaning assigned to such term in Section 2.2(D).
Sample 1
Maximum Stock Election Number shall be 30% of the total number of New Holdco Shares outstanding as of the Closing Date (for the avoidance of doubt, all shares of New Holdco Common Stock issued in respect to shares of Company Common Stock pursuant to Stock Elections and all shares of New Holdco Common Stock issued in respect of Rollover Shares and the other transactions contemplated by this Agreement shall be deemed outstanding as of the Closing Date). The parties will instruct the Paying Agent to use reasonable efforts to ensure that no holder of Public Shares and/or Net Electing Option Shares will receive more than 11,111,112 shares of New Holdco Common Stock (the “Individual Cap”) pursuant to one or more Form(s) of Election. The Stock Election Shares shall be converted into the right to receive New Holdco Common Stock or to receive Cash Consideration, each in accordance with the terms of Section 3.01(b), in the following manner:”
Sample 1

Related to Maximum Stock Election Number

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

  • Conversion Number means the number, or formula for determining the number, of ordinary Shares into which a Converting Preference Share will convert upon conversion.

  • Stock Conversion Number shall have the meaning set forth in Section 3.2.1.

  • Registration number means the number allocated to the registered person for the purpose of this Act;

  • Post-Closing Adjustment Amount has the meaning set forth in Section 1.9.3.

  • Identification number means the Limited Liability Partnership Identification Number or the Corporate Identity Number, as the case may be;

  • True-Up Amount means the difference between the ABO calculated by using the member’s actual creditable service and the actual final average compensation as of the member’s effective date in the FRS Investment Plan and the ABO initially transferred.

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

  • Tax Limitation Amount means the maximum amount which may be placed as the Appraised Value on the Applicant’s Qualified Property for maintenance and operations tax assessment in each Tax Year of the Tax Limitation Period of this Agreement pursuant to Section 313.054 of the TEXAS TAX CODE.

  • Taxpayer Identification Number (TIN), as used in this provision, means the number required by the Internal Revenue Service (IRS) to be used by the offeror in reporting income tax and other returns. The TIN may be either a Social Security Number or an Employer Identification Number.

  • Accession Number 20121026–5118. Comments Due: 5 p.m. e.t. 11/16/12. Docket Numbers: ER13–212–000.

  • Maximum Benefit Amount means the maximum amount payable for coverage provided to You as shown in the Schedule of Benefits.

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

  • EPA identification number means the number assigned by EPA to each generator, transporter, and treatment, storage, or disposal facility.

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

  • Closing Adjustment Amount shall have the meaning set forth in Section 3.2(c).

  • Fully Adjusted Regular Purchase Share Limit means, with respect to any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction from and after the date of this Agreement, the Regular Purchase Share Limit (as defined in Section 2(a) hereof) in effect on the applicable date of determination, after giving effect to the full proportionate adjustment thereto made pursuant to Section 2(a) hereof for or in respect of such reorganization, recapitalization, non-cash dividend, stock split or other similar transaction.

  • Applicable Share Limit means a number of Shares equal to (A) the minimum number of Shares that could give rise to reporting or registration obligations or other requirements (including obtaining prior approval from any person or entity) of a Dealer Person, or could result in an adverse effect on a Dealer Person, under any Applicable Restriction, as determined by Dealer in its reasonable discretion, minus (B) 1% of the number of Shares outstanding.

  • Cash Amount means an amount of cash equal to the product of (i) the Value of a REIT Share and (ii) the REIT Shares Amount determined as of the applicable Valuation Date.

  • Taxpayer Identification Number or “TIN” shall mean the Internal Revenue Service term for identification in the administration of tax laws, which includes the Social Security Number (“SSN”) and/or Employer Identification Number (“EIN”).

  • Stock Election shall have the meaning set forth in Section 3.2.2.

  • 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.

  • Employer identification number means the Federal Social Security number used on the Employer's Quarterly Federal Tax Return, U.S. Treasury Department Form 941.

  • Benefit Amount shall have the meaning set forth in Section 20.12 hereof.

  • Alternate Adjusted Regular Purchase Share Limit means, with respect to a Regular Purchase made pursuant to Section 2(a) hereof, the maximum number of Purchase Shares which, taking into account the applicable per share Purchase Price therefor calculated in accordance with this Agreement, would enable the Company to deliver to the Investor, on the applicable Purchase Date for such Regular Purchase, a Regular Purchase Notice for a Purchase Amount equal to, or as closely approximating without exceeding, One Hundred Fifty Thousand Dollars ($150,000).

  • MERS Identification Number The eighteen digit number permanently assigned to each MERS Designated Mortgage Loan.