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 ▇▇▇▇▇ ▇▇▇▇▇ 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

  • Within forty-five days of the date of termination, the Committee shall determine, in its sole and absolute discretion, the portion, if any, of the Potential Shares that Executive shall be entitled to receive, which determination shall be based on such factors as the Committee deems relevant, including, but not limited to, the length of Executive’s Continuous Service during the Performance Period and the circumstances surrounding Executive’s termination.

  • 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).

  • 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, 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”).

  • Price Potential Shares --------- ----------- ---------------- Shareholder Note (due Aug 2008) $797,794 $0.825 967,023 Employee Stock Incentive Plan at Date Of Agreement -------------------------------------------------- Total Share Options ------------------- Total Approved Shares under plan 6,000,000 (of which 4,800,000 granted at weighted avg.

  • 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/D2 and TQLA 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”).

  • The Preferred Stock issued to Purchasers at the Closing under this Agreement represents, in the aggregate, 9.17% of Total Current and Potential Shares (as defined on Schedule 3.3).