Parent Share Cap definition

Parent Share Cap means a number of shares of Parent Common Stock (rounded down to the nearest whole share) equal to 19.9% of the total number of shares of Parent Common Stock that are issued and outstanding immediately prior to the execution and delivery of the Merger Agreement by Parent, Merger Sub and the Company.
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Parent Share Cap means, absent stockholder approval under Nasdaq Marketplace Rule 5635, a number of shares of Parent Common Stock (rounded down to the nearest whole share) equal to 19.9% of the total number of shares of Parent Common Stock that are issued and outstanding immediately prior to the First Effective Time; provided that there shall be excluded from the shares of Parent Common Stock issued and outstanding immediately prior to the First Effective Time, any shares of Parent Common Stock that have been issued prior to such First Effective Time and which are aggregable with the issuance of Parent Common Stock pursuant to the Merger Agreement, to determine whether the 19.9% limit has been reached. In the case of stockholder approval under Nasdaq Marketplace Rule 5635, the Parent Share Cap shall be disregarded.
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Parent Share Cap means, absent stockholder approval under Nasdaq Marketplace Rule 5635, 13,157,785 shares of Parent Common Stock, constituting 19.9% of the total number of shares of Parent Common Stock that are issued and outstanding immediately prior to the Closing Date.
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Examples of Parent Share Cap in a sentence

  • In the event Requisite Parent Stockholder Approval is obtained, the Parent Share Cap shall be disregarded.


More Definitions of Parent Share Cap

Parent Share Cap means an amount equal to: (A) the Total Base Merger Value; divided by (B) 80% of the Announcement Stock Price.
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Related to Parent Share Cap

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

  • Parent Shares means the shares of common stock, par value $1.00 per share, of Parent.

  • Parent Share Price means the average of the volume weighted averages of the trading prices of Parent Common Shares on NYSE (as reported by Bloomberg L.P. or, if not reported therein, in another authoritative source mutually selected by Parent and the Company in good faith) on each of the 20 consecutive trading days ending on (and including) the trading day that is two trading days prior to the Closing Date.

  • Relevant Share Capital means the relevant share capital of the Company (as that expression is defined in Section 1047 of the 2014 Act);

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

  • Subco Shares means the common shares in the capital of Subco;

  • 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;

  • Merger Shares has the meaning set forth in Section 2.2(c).

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

  • 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.

  • Voting Share Capital means the total voting equity share capital of the Target Company on a fully diluted basis as of the tenth (10th) working day from the closure of the Tendering Period (as defined below) of the Open Offer; and

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

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

  • Per Share Merger Consideration has the meaning set forth in Section 3.1(a).

  • Parent Ordinary Shares means the ordinary shares, no par value per share, of Parent.

  • Per Share Consideration means (i) if the consideration paid to holders of the Common Stock consists exclusively of cash, the amount of such cash per share of Common Stock, and (ii) in all other cases, the volume weighted average price of the Common Stock as reported during the ten (10) trading day period ending on the trading day prior to the effective date of the applicable event. If any reclassification or reorganization also results in a change in shares of Common Stock covered by subsection 4.1.1, then such adjustment shall be made pursuant to subsection 4.1.1 or Sections 4.2, 4.3 and this Section 4.4. The provisions of this Section 4.4 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers. In no event will the Warrant Price be reduced to less than the par value per share issuable upon exercise of the Warrant.

  • Pubco Shares means fully paid and non-assessable common shares of Pubco to be issued to the Selling Shareholders by Pubco upon Closing on the basis of 10 Priveco Share for 12,380,951 Shares;

  • Parent Warrant means each Parent Private Warrant and Parent Public Warrant.

  • Parent Stock means the common stock, par value $0.01 per share, of Parent.

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

  • 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).

  • Company Shares means the common shares in the capital of the Company;

  • Newco Shares means the common shares in the capital of Newco;

  • Parent Warrants has the meaning set forth in Section 5.3(a).

  • Amalco Shares means the common shares in the capital of Amalco;

  • Buyer Shares means the common stock, with a par value of $0.0001 per share, of Buyer.