Potential Shares definition

Potential Shares means the number of shares of Common Stock into which the Derivatives could be converted or for which the Derivatives could be exercised as of completion of the Merger Closing. Eastside further covenants that its execution of this Agreement shall constitute full authority to its officers who are charged with the duty of issuing the necessary shares upon the conversion or exercise of Derivatives. Eastside will take all such reasonable action as may be necessary to assure that such Potential Shares may be issued without violation of any applicable law or regulation, or of any requirements of the Trading Market upon which the Common Stock may be listed. Eastside covenants that all Potential Shares that may be issued upon the exercise or conversion of a Derivative will, upon such conversion or exercise and payment of the purchase price, if any, be duly authorized, validly issued, fully paid, and nonassessable and free from all taxes, liens, and charges created by Eastside in respect of the issue thereof (other than taxes in respect of any transfer occurring contemporaneously with such issue).
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Potential Shares has the meaning set forth in Exhibit 5.1.2-1, Paragraph 6, (b).
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Potential Shares means the maximum number of Exchangeable Shares (as defined in the Definitive Agreement) that the holders of Xxxxx Xxxxx Shares could have received on Closing, assuming that he did not elect to exercise their right receive Cash Consideration (as defined in the Definitive Agreement), multiplied by 50%.
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Examples of Potential Shares in a sentence

  • Eastside covenants that, as soon as practicable and during the period when any of the Derivatives are outstanding, it will reserve for issuance to SPV, Bigger and District 2 pursuant to conversions and/or exercises of Derivatives (as defined below), from its authorized and unissued Common Stock a number of shares equal to two hundred percent (200%) of the Potential Shares (the “Requisite Reserve”).

  • Eastside will take all such reasonable action as may be necessary to assure that such Potential Shares may be issued without violation of any applicable law or regulation, or of any requirements of the Trading Market upon which the Common Stock may be listed.

  • Eastside covenants that all Potential Shares that may be issued upon the exercise or conversion of a Derivative will, upon such conversion or exercise and payment of the purchase price, if any, be duly authorized, validly issued, fully paid, and nonassessable and free from all taxes, liens, and charges created by Eastside in respect of the issue thereof (other than taxes in respect of any transfer occurring contemporaneously with such issue).

Related to Potential Shares

  • Initial Shares means a number of Registrable Securities equal to the lesser of (i) the total number of Registrable Securities and (ii) one-third of the number of issued and outstanding shares of Common Stock that are held by non-affiliates of the Company on the day immediately prior to the filing date of the Initial Registration Statement.

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

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

  • Full Entitlement Share(s) shall have the respective meanings set forth in Section 2.12.

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

  • Initial Shareholders means the Sponsor and any Insider that holds Founder Shares; (v) “Private Placement Units” shall mean the 287,500 units (or up to 310,000 units if the over-allotment option is exercised in full), subject to adjustment as described in the Prospectus, that the Sponsor and certain underwriters have agreed to purchase for an aggregate purchase price of $2,875,000 (or up to $3,100,000 if the over-allotment option is exercised in full), or $10.00 per Private Placement Unit, in a private placement that shall occur simultaneously with the consummation of the Public Offering that are identical to the units sold in the Public Offering; (vi) “Private Placement Warrants” shall mean the warrants sold as part of the Private Placement Units; (vii) “Working Capital Units” shall mean the Private Placement-equivalent units that may be issued in connection with the conversion of any working capital loans; (viii) “Working Capital Warrants” shall mean the warrants underlying such Working Capital Units; (ix) “Public Shareholders” shall mean the holders of securities issued in the Public Offering; (x) “Trust Account” shall mean the trust account into which a portion of the net proceeds of the Public Offering and the sale of the Private Placement Warrants shall be deposited; and (xi) “Transfer” shall mean the (a) sale of, offer to sell, contract or agreement to sell, hypothecate, pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position or liquidation with respect to or decrease of a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder with respect to, any security, (b) entry into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any security, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (c) public announcement of any intention to effect any transaction specified in clause (a) or (b).

  • Founder Shares shall have the meaning given in the Recitals hereto and shall be deemed to include the shares of Common Stock issuable upon conversion thereof.

  • Consideration Shares has the meaning ascribed thereto in Section 2.2.

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

  • Settlement Shares With respect to any Settlement Date, a number of Shares, not to exceed the Base Amount, designated as such by Party B in the related Settlement Notice or by Party A pursuant to “Termination Settlement” below; provided that on the Maturity Date the number of Settlement Shares shall be equal to the Base Amount on such date.

  • Purchased Shares has the meaning set forth in Section 2.01.

  • Option Shares shall have the meaning ascribed to such term in Section 2.2(a).

  • Public Shares means the Ordinary Shares included in the Units issued in the Public Offering; (vi) “Trust Account” shall mean the trust account into which a portion of the net proceeds of the Public Offering and the sale of the Private Placement Warrants shall be deposited; (vii) “Transfer” shall mean the (a) sale of, offer to sell, contract or agreement to sell, hypothecate, pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position or liquidation with respect to or decrease of a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder with respect to, any security, (b) entry into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any security, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (c) public announcement of any intention to effect any transaction specified in clause (a) or (b); and (viii) “Charter” shall mean the Company’s Amended and Restated Memorandum and Articles of Association, as the same may be amended from time to time.

  • Purchaser Shares means the common shares in the capital of the Purchaser.

  • Unsubscribed Shares means the Rights Offering Shares that have not been duly purchased by the Rights Offering Participants in accordance with the Rights Offering Procedures and the Plan.