Originally Issued Shares definition

Originally Issued Shares means, with respect to any Purchaser and as of any time, the aggregate number of Shares issued to such Purchaser on the Closing Date.
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Originally Issued Shares means, as of any time, the aggregate number of Conversion Securities represented by the Series B Shares issued to TPG on the Closing Date, as such aggregate number shall have from time to time been cumulatively adjusted as a result of the operation of Section 9 and Section 10 through such time.
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Originally Issued Shares means, as of any time, the aggregate number of Conversion Securities (as defined in the Series B Articles of Amendment) represented by the Series B Shares issued to the Investors on the Closing Date, as such aggregate number shall have from time to time been cumulatively adjusted as a result of the operation of the Series B Articles of Amendment.
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Examples of Originally Issued Shares in a sentence

  • Any Originally Issued Shares, when issued, will be validly issued, fully paid and nonassessable.

  • For so long as TPG is the Beneficial Owner of at least forty percent (40%) of the Originally Issued Shares, at least one-third of the members of each and every committee of the Board shall be comprised of Series B Directors unless compliance with this Section 7.6 would result in a breach by the Company of the listing requirements of The Nasdaq Stock Market.

  • Such Additional Liquidation Preference shall be allocated ratably across all outstanding Originally Issued Shares.

  • The Originally Issued Shares to be issued in connection with the Transaction, when issued in accordance with the terms and provisions of this Agreement, will be duly authorized, fully paid and non-assessable and will not be subject to any preemptive or other statutory rights of stockholders and will be issued in compliance with applicable United States federal and state securities laws.

  • For so long as TPG is the Beneficial Owner of at least 40% of the Originally Issued Shares, the Company shall not, and the Investors shall use best efforts to cause the Company not to, take any action prohibited by Section 11(d) of the Series B Articles of Amendment.

  • For so ------------------------------------------------------- long as TPG is the Beneficial Owner of at least 40% of the Originally Issued Shares, the Company shall not, and the Investors shall use best efforts to cause the Company not to, take any action prohibited by Section 11(e) of the Series B ------------- Articles of Amendment.

  • For example: If Actual EBITDA (E) equals $17,000,000 and $20,000,000 in Liquidation Preference of Series A Preferred Stock is initially issued by the Corporation and is outstanding, then the Additional Liquidation Preference of all outstanding Originally Issued Shares (x) will equal $2,700,000 or ($18,000,000 - $17,000,000) • 18 • 0.15, and the resulting Liquidation Preference will equal $22,700,000 ($20,000,000 plus $2,700,000).

  • Subject to Section 7.04, if and whenever the Company issues any New Securities, each Investor holding at least 10% of the Originally Issued Shares will have the right, but not the obligation, to purchase such New Securities up to an amount sufficient to permit it to maintain its percentage common equity interest in the Company (based on the Number of Common Shares Outstanding immediately prior to the issuance of the New Securities).

  • Subject to Section 7.04, -------------------------- ------------ if and whenever the Company issues any New Securities, each Investor holding at least 10% of the Originally Issued Shares will have the right, but not the obligation, to purchase such New Securities up to an amount sufficient to permit it to maintain its percentage common equity interest in the Company (based on the Number of Common Shares Outstanding immediately prior to the issuance of the New Securities).

  • Originally Issued Shares shall only be transferable together with the Dividend Shares issued with respect to such Originally Issued Shares.


More Definitions of Originally Issued Shares

Originally Issued Shares means, as of any time, the aggregate number of ------------------------ Conversion Shares represented by the Series B Shares issued to TPG on the Closing Date, as such aggregate number shall have been from time to time cumulatively adjusted as a result of the operation of Section 9 and Section 10 --------- ---------- of the Series B Articles of Amendment through such time.
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Originally Issued Shares means Shares that are not Dividend Shares.
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Related to Originally Issued Shares

  • Issued Shares means, collectively, all outstanding Shares issued pursuant to Restricted Stock Awards, all outstanding Shares issued pursuant to Unrestricted Stock Awards, and all Option Shares.

  • Unissued Shares means shares of Voting Stock not outstanding that are subject to options, warrants, rights to purchase or conversion privileges exercisable within 60 days of the date of determination of a Change in Control. Notwithstanding anything to the contrary set forth in this Section 3.8, a Change in Control will not be deemed to have occurred if either:

  • Unissued Option Shares means the number of Shares, at a particular time, which have been reserved for issuance upon the exercise of an Option but which have not been issued, as adjusted from time to time in accordance with the provisions of section 5, such adjustments to be cumulative.

  • Additional Ordinary Shares means Ordinary Shares issued by the Guarantor following the issuance of the Subscribed Ordinary Shares;

  • Conversion Stock means shares of Common Stock issued upon conversion of the Preferred Stock.

  • New Preferred Stock means the Convertible Series A Preferred Stock and the Series B Preferred Stock.

  • Common Shares means the common shares in the capital of the Corporation;

  • Series E Preferred Shares means the Series E Preferred Shares of the Company, par value US$0.0001 per share, with the rights and privileges as set forth in the Memorandum and Articles.

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

  • New Warrants means those certain warrants to purchase New Valaris Equity on the terms set forth in the New Warrant Agreement.

  • Warrant Stock means Common Stock issuable upon exercise of any Warrant or Warrants or otherwise issuable pursuant to any Warrant or Warrants.

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

  • A Shares means a participating share of no par value in the capital of the Fund, denominated in US Dollars;

  • Series E Preferred Stock means shares of the Company’s Series E Preferred Stock, par value $0.0001 per share.

  • Qualifying Preferred Stock means non-cumulative perpetual preferred stock of the Corporation that (a) ranks pari passu with or junior to all other preferred stock of the Corporation, and (b) either (x) is subject to a Qualifying Replacement Capital Covenant or (y) is subject to Intent-Based Replacement Disclosure and has a provision that prohibits the Corporation from paying any dividends thereon upon its failure to satisfy one or more financial tests set forth therein, and (c) as to which the transaction documents provide for no remedies as a consequence of non-payment of dividends other than Permitted Remedies.

  • Shares means the shares of Common Stock issued or issuable to each Purchaser pursuant to this Agreement.

  • B Shares means a participating share of no par value in the capital of the Fund, denominated in Euro(s);

  • Underlying Common Stock means the Common Stock into which the Notes are convertible or issued upon any such conversion.

  • Safe Preferred Stock means the shares of the series of Preferred Stock issued to the Investor in an Equity Financing, having the identical rights, privileges, preferences and restrictions as the shares of Standard Preferred Stock, other than with respect to: (i) the per share liquidation preference and the initial conversion price for purposes of price-based anti-dilution protection, which will equal the Conversion Price; and (ii) the basis for any dividend rights, which will be based on the Conversion Price.

  • Series C Shares means the shares of Fixed Rate Cumulative Perpetual Preferred Stock, Series C, of the Company.

  • Preferred Shares means shares of Series A Junior Participating Preferred Stock, par value $.01 per share, of the Company having the rights and preferences set forth in the Form of Certificate of Designations attached to this Agreement as Exhibit A.

  • Rollover Options has the meaning provided in Subsection 3.1(h).

  • Series B-2 Preferred Stock means shares of the Company’s Series B-2 Preferred Stock, par value $0.001 per share.

  • Common Stock means the common stock of the Company.

  • Series B Stock means the Company's Series B Convertible Preferred Stock, par value $0.000001 per share.

  • Existing Preferred Stock means, collectively, the outstanding shares of the Series E 6% Convertible Preferred Stock of the Corporation.