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Outstanding TARGET Shares definition

Outstanding TARGET Shares shall have the meaning provided in Section 3.1(b) of this Agreement.
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Outstanding TARGET Shares means all shares of TARGET outstanding immediately prior to the Effective Time, other than shares held in TARGET's treasury which shall be cancelled without consideration at the Effective Time.
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Outstanding TARGET Shares means the Target Shares issued and outstanding immediately prior to the Effective Time other than Dissenting Shares.
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Examples of Outstanding TARGET Shares in a sentence

  • Promptly following the Effective Time, the Exchange Agent shall send to each holder of Outstanding TARGET Shares immediately prior to the Effective Time a form of letter of transmittal (the "Letter of Transmittal") for use in exchanging certificates previously evidencing shares of TARGET Common Stock ("Old Certificates").

  • Escrow Shares and Additional Escrow Shares shall be released to the holders of Outstanding TARGET Shares based on each such holder's Pro-Rata Share thereof.

  • Xxxxxxx, who hold options exercisable for an aggregate of 752 shares of TARGET Common Stock at an aggregate exercise price of $108,959, shall be permitted to exercise any or all such options at any time prior to the Closing Date, in which event the number of shares of PURCHASER Common Stock into which Outstanding TARGET Shares will be converted pursuant to Section 3.1(b) of this Agreement shall be increased by (i) the aggregate exercise price of all of said options that are so exercised divided by (ii) 16.

  • TARGET shall send or cause to be sent to each holder of Outstanding TARGET Shares as of the RECORD DATE a form of letter of transmittal (the "Letter of Transmittal") for use in exchanging Old Certificates for cash and certificates representing PURCHASER Common Stock which shall be deposited with the Exchange Agent by PURCHASER as of the Effective Time.

  • The calculation of the Earnout Revenues set forth in the Accountant Determination Notice shall be final and binding on PURCHASER, the holders of the Outstanding TARGET Shares and the Management Members unless PURCHASER or the Stockholders’ Agent shall notify the other within fifteen (15) days after receipt of the Accountant Determination Notice that PURCHASER or the Stockholders’ Agent disputes any matter with respect to such accountants’ calculation.

  • The calculation of the Earnout Revenues set forth in the PURCHASER Determination Notice will be final and binding on PURCHASER and the holders of Outstanding TARGET Shares and Management Members unless the Stockholders’ Agent shall have notified PURCHASER in writing within thirty (30) days after receipt of the PURCHASER Determination Notice that the Stockholders’ Agent disagrees with such calculation.

  • Promptly following the Effective Time, and in no event later than ten (10) business days after the Effective Time, the Exchange Agent shall send to each holder of Outstanding TARGET Shares immediately prior to the Effective Time a form of letter of transmittal (the "Letter of Transmittal") for use in exchanging certificates previously evidencing shares of TARGET Common Stock ("Old Certificates").

  • While the Escrow Shares remain in the Escrow Agent's possession pursuant to this Agreement and the Escrow Agreement, the holders of Outstanding TARGET Shares shall retain and shall be able to exercise all other incidents of ownership of such Escrow Shares which are not inconsistent with the terms and conditions of this Agreement.

  • 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").

  • In accordance with the provisions of this Section 3.1, each TARGET shareholder who does not dissent shall receive the number of shares, or such fractions of a share (subject to paragraph (b) below), of PURCHASER Common Stock which shall be equal to the (i) Merger Consideration divided by the Base Period Trading Price (the "Exchange Ratio"), (ii) multiplied by the aggregate number of Outstanding TARGET Shares such shareholder holds as of the Effective Time.


More Definitions of Outstanding TARGET Shares

Outstanding TARGET Shares shall have the meaning provided in Section 3.1(c) hereof.
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Related to Outstanding TARGET Shares

  • Outstanding Shares means Shares shown in the books of the Trust or its transfer agent as then issued and outstanding, but does not include Shares which have been repurchased or redeemed by the Trust and which are held in the treasury of the Trust.

  • Outstanding Common Stock means, at any given time, the aggregate amount of outstanding shares of Common Stock, assuming full exercise, conversion or exchange (as applicable) of all options, warrants and other Securities which are convertible into or exercisable or exchangeable for, and any right to subscribe for, shares of Common Stock that are outstanding at such time.

  • Outstanding Units means, with respect to any Unit and as of the date of determination, all Units evidenced by Certificates theretofore authenticated, executed and delivered under this Agreement, except:

  • Company Outstanding Shares means the total number of shares of the Company Common Stock, including all shares underlying the Company Restricted Stock Units, that are issued and outstanding as of immediately prior to the Offer Closing Time, and assuming the exercise of all In-the-Money Options outstanding as of the Effective Time. No Out-of-the-Money Options shall be included in the total number of shares of the Company Common Stock outstanding for purposes of determining the Company Outstanding Shares.

  • Outstanding Voting Securities of any Person means the outstanding securities of such Person entitling the holders thereof to vote generally in the election of directors of such Person.

  • Class B Ordinary Shares shall have the meaning ascribed to it in Section 2.4(a).

  • Outstanding Company Voting Securities means outstanding voting securities of the Company entitled to vote generally in the election of directors; and any specified percentage or portion of the Outstanding Company Voting Securities (or of other voting stock or voting securities) shall be determined based on the relative combined voting power of such securities;

  • Outstanding Company Common Stock means the outstanding shares of Common Stock, par value $1 per share, of the Company;

  • Eligible Shares has the meaning assigned to such term in Section 4.1(a).

  • Class A Ordinary Shares shall have the meaning ascribed to it in Section 2.4(a).

  • Outstanding Notes shall have the meaning set forth in Section 7.9(ii).

  • Parent Class B Common Stock means the Class B Common Stock, par value $0.01 per share, of Parent.

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

  • Parent Class A Common Stock means the Class A Common Stock, par value $0.01 per share, of Parent.

  • A Ordinary Shares means the ‘A’ ordinary shares of £1.00 each in the capital of the Company;

  • majority of the outstanding shares means the lesser of (a) sixty-seven percent (67%) or more of the shares present at a meeting if more than fifty percent (50%) of these shares are present or represented by proxy, or (b) more than fifty percent (50%) of the outstanding shares.

  • majority of the outstanding voting securities shall have the meaning set forth for such terms in the 1940 Act.

  • Equity Preferred Securities means, with respect to any Person, any trust preferred securities or deferrable interest subordinated debt securities issued by such Person or other financing vehicle of such Person that (i) have an original maturity of at least twenty years, and (ii) require no repayments or prepayments and no mandatory redemptions or repurchases, in each case, prior to the first anniversary of the latest Maturity Date.

  • Outstanding when used with respect to Securities, means, as of the date of determination, all Securities theretofore authenticated and delivered under this Indenture, except:

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

  • Total Shares means (without double-counting), as of a particular date of determination, the algebraic sum of: (A) the Initial Shares, plus (B) the Additional Shares, minus (C) all Buyback Shares repurchased or redeemed between the Effective Date and such date of determination.

  • Class B Warrants means the Common Stock purchase warrants delivered to the Purchasers at the Closing in accordance with Section 2.2(a) hereof, which Warrants shall be exercisable immediately and have a term of exercise equal to 5 years, in the form of Exhibit C attached hereto.

  • Ordinary Shares Equivalents means any securities of the Company or the Subsidiaries which would entitle the holder thereof to acquire at any time Ordinary Shares, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Ordinary Shares.

  • Qualified Capital Stock means any Capital Stock that is not Disqualified Stock.

  • Class A Warrants means, collectively, the Common Stock purchase warrants delivered to the Purchasers at the Closing in accordance with Section 2.2(a) hereof, which Warrants shall be exercisable immediately and have a term of exercise equal to five (5) years, in the form of Exhibit A attached hereto.

  • Capital Shares Equivalents means any securities, rights, or obligations that are convertible into or exchangeable for or give any right to subscribe for any Capital Shares of the Company or any warrants, options or other rights to subscribe for or purchase Capital Shares or any such convertible or exchangeable securities.

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