Parent Consideration Shares definition

Parent Consideration Shares has the meaning assigned to it in Section 3.1(a)(i).

Parent Consideration Shares means the Parent Ordinary Shares that underlie the Parent ADSs to be issued pursuant to the Merger.

Parent Consideration Shares means the Parent Ordinary Shares that underlie the Parent ADSs to be issued pursuant to the Merger. “Parent Disclosure Schedule” means the Parent Disclosure Schedule delivered to the Company on the date of this Agreement.

Examples of Parent Consideration Shares in a sentence

• Seller understands that the Parent Consideration Shares will be characterized as “restricted securities” under federal securities Laws and, under such Laws, the Parent Consideration Shares cannot be sold or otherwise disposed of absent an effective registration statement or in a transaction exempt from the registration requirements of the Securities Act.

• Subject to the receipt of the New York Stock Exchange listing approval with respect to the Parent Consideration Shares, the issuance and sale of the Parent Consideration Shares does not contravene New York Stock Exchange rules and regulations.

• Seller is a knowledgeable investor and acknowledges that it has received or had access to all information concerning Parent that it required to make an investment decision with respect to the Parent Consideration Shares and has had the ability to evaluate (and in fact has evaluated) such information.

• Within five (5) Business Days of Parent’s request, Seller shall deliver to Parent such information in Seller’s possession that is reasonably requested in writing by Parent in respect of the registration of the Parent Consideration Shares, including a completed and signed registration statement representation letter and questionnaire reasonably acceptable to Seller (the “Selling Shareholder Questionnaire”).

• As of the date of this Agreement, Parent is eligible to register the resale of the Parent Consideration Shares for resale by Seller under Form S-3 promulgated under the Securities Act.

More Definitions of Parent Consideration Shares

Parent Consideration Shares has the meaning assigned to it in Section 3.1(a)(i). “Parent SEC Reports” has the meaning assigned to it in Section 4.3(e).

Parent Consideration Shares means the number of Parent Shares to be issued equal to the Parent Share Purchase Price, divided by the price per share of Parent Shares to be issued in connection with any Business Combination that is completed by the Share Issuance Kick-Out Date. For the avoidance of doubt, the Parent Consideration Shares shall be the same class of stock held by stockholders of SAG following the Business Combination.

Parent Consideration Shares means 1,125,926 shares of Parent's Series B Non-Voting Convertible Preferred Stock; provided, however if the VWAP of the Class B Common Stock for the five (5) trading days immediately preceding the Closing Date is less than 8.60, Parent shall deliver additional shares of Parent's Series B Non-Voting Convertible Preferred Stock such that the total number of shares of Parent's Series B Non-Voting Convertible Preferred Stock, valued equally, on per share basis, to the VWAP of the Class B Common Stock for the five (5) trading days immediately preceding the Closing Date for the purposes of this calculation, equals no less than $9,680,000.

Parent Consideration Shares means (i) the sum of (a) $5,000,000, minus (b) the amount (if any) by which the Closing Assumed Liabilities plus the Company Transaction Costs (in each case, to the extent not paid at or prior to Closing) minus 50% of Closing A/R and Cash exceeds Target Assumed Liabilities, plus (c) the amount (if any) by which the Closing Assumed Liabilities plus the Company Transaction Costs (in each case, to the extent not paid at or prior to Closing) minus 50% of Closing A/R and Cash is less than Target Assumed Liabilities, divided by (ii) the Parent Trading Price, as adjusted pursuant to Section 3.5(c).

Parent Consideration Shares means the shares of Parent Common Stock issuable to Participating Securityholders pursuant to Section 1.5(a)(ii) and Section 1.5(a)(iii).

Parent Consideration Shares means 1,125,926 shares of Parent's Series B Non-Voting Convertible Preferred Stock; provided, however if the VWAP of the Class B Common Stock for the five (5) trading days immediately preceding the date of this Amendment is less than 8.60, Parent shall deliver additional shares of Parent's Series B Non-Voting Convertible Preferred Stock such that the total number of shares of Parent's Series B Non-Voting Convertible Preferred Stock, valued equally, on per share basis, to the VWAP of the Class B Common Stock for the five (5) trading days immediately preceding the date of this Amendment for the purposes of this calculation, equals no less than $9,680,000.

Parent Consideration Shares means the number of ordinary shares in Parent equal to the quotient (rounded up to the nearest whole share) obtained by dividing (a) $14,940,000 by (b) the price at which ordinary shares in Parent are placed to institutional investors in the placement under the Securities Offering, such price converted into US dollars at the exchange rate of $0.7777.