Otic Pharma Share Capital definition

Otic Pharma Share Capital means Otic Pharma Ordinary Shares and Otic Pharma Preferred Shares, collectively.
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Examples of Otic Pharma Share Capital in a sentence

  • Upon the terms and subject to the conditions set forth in this Agreement, on the Closing Date Public Company shall purchase from each Shareholder, and each Shareholder shall, severally and not jointly, sell, convey, assign, transfer and deliver to Public Company, all of the Otic Pharma Share Capital owned by such Shareholder, as set forth opposite such Shareholder’s name on the Closing Date Allocation Schedule, free and clear of all Liens.

  • Each Shareholder hereby waives any rights of pre-emption, rights of first refusal or other restrictions on transfer of the Otic Pharma Share Capital whether conferred by the Otic Pharma Organizational Documents or otherwise, in respect of the transfers contemplated by this Agreement.

  • This Agreement may not be amended except by an instrument in writing signed on behalf of each of Public Company, Otic Pharma and the Shareholders holding a majority of the issued and outstanding Otic Pharma Share Capital.

  • All outstanding shares of Otic Pharma Share Capital have been offered, issued and sold by Otic Pharma in compliance with all applicable securities laws.

  • The Shareholder holds legally, beneficially and of record all of the Shareholder’s Otic Pharma Share Capital set forth on Section 3.2(b) of the Otic Pharma Disclosure Schedule, free and clear of any Liens (other than restrictions on transfer arising under applicable securities laws).

  • There are no obligations, contingent or otherwise, of Otic Pharma or any of its Subsidiaries to repurchase, redeem or otherwise acquire any shares of Otic Pharma Share Capital.

  • Section 3.2(b) of the Otic Pharma Disclosure Schedule sets forth a complete and accurate list, as of the date of this Agreement, of the holders of Otic Pharma Share Capital, showing the number of shares, and the class or series of such shares, held by each shareholder and (for shares other than Otic Pharma Ordinary Shares) the number of shares of Otic Pharma Ordinary Shares (if any) into which such shares are convertible.

  • Otic Pharma has not received, and, as of the date hereof, does not intend to obtain, an opinion from any financial advisor, investment banker or other firm or person performing a similar function, with respect to the fairness of the Transaction, including the fairness of the consideration to be received by holders of Otic Pharma Share Capital in connection with the Transaction.

  • A - 13 Table of Contents (b) Public Company shall pay the portion of the Aggregate Closing Consideration payable in respect of the Otic Pharma Share Capital to the applicable Shareholders in accordance with the Closing Date Allocation Schedule.

  • Public Company shall pay the portion of the Aggregate Closing Consideration payable in respect of the Otic Pharma Share Capital to the applicable Shareholders in accordance with the Closing Date Allocation Schedule.

Related to Otic Pharma Share Capital

  • Paid-up share capital means the paid-up share capital as defined in Section 2 of the Companies Act, 2013.

  • equity share capital means the total issued and paid-up equity share capital of the Company, calculated on a Fully Diluted Basis.

  • Ordinary Share Capital means any issued and outstanding shares of the Company with voting or other rights of management and control and any outstanding securities of the Company that are convertible into such shares at the option of the holder;

  • Relevant Share Capital means the relevant share capital of the Company (as that expression is defined in Section 67(2) of the 1990 Act);

  • Share Capital means: (i) any shares, interests, participations or other equivalents (however designated) of share capital of a company; (ii) any ownership interests in a Person other than a company, including membership interests, partnership interests, joint venture interests and beneficial interests; and (iii) any warrants, options, convertible or exchangeable securities, subscriptions, rights (including any pre-emptive or similar rights), calls or other rights to purchase or acquire any of the foregoing.

  • Voting Share Capital means the total voting equity share capital of the Target Company on a fully diluted basis expected as of the 10th (Tenth) Working Day from the closure of the Tendering Period for the Offer.

  • Fully Diluted Company Shares means the total number of issued and outstanding shares of Company Common Stock, (a) after giving effect to the Company Preferred Stock or otherwise treating shares of Company Preferred Stock on an as-converted to Company Common Stock basis, and (b) treating all outstanding in-the-money Specified Company Warrants as fully vested and as if the Specified Company Warrants had been exercised for cash as of the Effective Time, but for the avoidance of doubt excluding any Company Securities described in Section 1.11(b).

  • Share Cap has the meaning specified in clause (e) of the definition of Alternative Payment Mechanism.

  • Ordinary Shareholder means a holder of ordinary shares;

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

  • equity share means any share of any class of shares of a company carrying voting rights under all circumstances and any share of any class of shares carrying voting rights by reason of the occurrence of any contingency that has occurred and is continuing; (“action participante”)

  • Ordinary Shareholders means holders of Ordinary Shares;

  • Capital Share means a share of any class or series of stock of the General Partner now or hereafter authorized other than a REIT Share.

  • Core Capital means fully paid up members‟ shares, capital issued, disclosed reserves, retained earnings, grants and donations all of which are not meant to be expended unless on liquidation of the Sacco society

  • Equity Shares means the Common Shares and any shares of any other class or series of the Corporation which may from time to time be authorized for issue if by their terms such shares confer on the holders thereof the right to participate in the distribution of assets upon the voluntary or involuntary liquidation, dissolution or winding up of the Corporation beyond a fixed sum or a fixed sum plus accrued dividends;

  • Capital Shares means the Common Stock and any shares of any other class of common stock whether now or hereafter authorized, having the right to participate in the distribution of earnings and assets of the Company.

  • 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.

  • Buyer Preferred Stock means the preferred stock, par value $0.001 per share, of Buyer.

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

  • Existing Shares means, with respect to the Stockholder, the number of Company Shares Beneficially Owned and/or owned of record by the Stockholder as of the date hereof, as set forth on Schedule A.

  • Company Share means one share of common stock of the Company, $0.01 par value per share.

  • New Ordinary Shares means the new Ordinary Shares arising on Conversion of the C Shares;

  • Fully Diluted Shares means an amount equal to the sum of (a) the total number of shares of Common Stock outstanding immediately prior to the Effective Time, plus (b) the total number of shares of Common Stock that all In-the-Money Options outstanding immediately prior to the Effective Time are exercisable into at such time and without any withholding of shares to pay the exercise price or Taxes.

  • Existing Shareholder means any Person that is a holder of Ordinary Shares as of December 8, 2017.

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

  • Company Capital Stock means the Company Common Stock and the Company Preferred Stock.