Price Protection Shares definition

Price Protection Shares shall have the meaning assigned thereto in the Recitals to this Agreement.
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Price Protection Shares is defined as the number of shares of ASFS Common Stock issued as Stock Consideration pursuant to Section 1.4 determined by dividing $2,000,000 by the Exchange Price. By way of example and not limitation, if (1) the Exchange Price is $7.00, (2) the Current Share Price is $5.00, (3) the number of Price Protection Shares held by the Shareholders and their assignees is 1,000 on the Adjustment Date, then the aggregate number of Additional Shares to be issued by ASFS to the Shareholders would be determined as follows:
Sample 1
Price Protection Shares shall have the meaning set forth in Section 6.26 of this Agreement.
Sample 1

Examples of Price Protection Shares in a sentence

  • For the avoidance of doubt, if Purchaser elects the Per Share Price provided pursuant to Section 1(b)(ii) hereof, Purchaser shall have no right to receive Price Protection Shares.

  • If Purchaser elects the Per Share Price provided pursuant to Section 1(b)(i) hereof, Purchaser and its transferees who are Eligible Persons (as defined below) shall have the right to receive Price Protection Shares, subject to the terms and conditions of this Section 5(b).

  • When and if issued and delivered to the Buyers in accordance with the provisions of the Purchase Agreement, the Price Protection Shares and Finder's Fee Shares will be validly issued, fully paid and non-assessable.

  • No order ceasing or suspending trading in any securities of the Company or prohibiting the issuance and/or sale of the Shares and, if applicable, the Price Protection Shares is in effect and no proceedings for such purpose are pending or threatened.

  • The Purchaser does not have any agreement or understanding, whether or not legally binding, direct or indirect, with any other Person, to sell or otherwise distribute the Purchased Shares and if applicable, the Price Protection Shares or Option Shares.

  • Subject to the accuracy of the representations made by the Purchaser in Section 4 hereof, the offer and issuance of the Purchased Shares, the Price Protection Share Right, the Conversion Shares and if applicable, the Price Protection Shares to the Purchaser is exempt from the registration and prospectus delivery requirements of the Securities Act.

  • No vote of the stockholders of the Company is required by Law, the Company’s certificate of incorporation or bylaws or otherwise for the Company to complete the Transactions, including the issuance of the Purchased Shares and, if applicable, the Price Protection Shares or the Option Shares.

  • The Purchaser understands that nothing in the Agreement, the SEC Documents or any other materials presented to the Purchaser in connection with the purchase and sale of the Shares and, if applicable, the Price Protection Shares, constitutes legal, tax or investment advice.

  • The Purchaser also represents that it has not been formed for the specific purpose of acquiring the Purchased Shares, Price Protection Shares or Option Shares.

  • The Purchased Shares, the Price Protection Share Right, the Option Share Right and, if applicable, the Price Protection Shares or the Option Shares, are being acquired for investment for the Purchaser’s own account, not as a nominee or agent, in the ordinary course of business, and not with a view to the distribution thereof.

Related to Price Protection Shares

  • PIPE Shares shall have the meaning given in the Recitals hereto.

  • ASA Shares has the meaning set forth in 2.4(a).

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

  • Consideration Shares shall have the meaning set forth in Section 2.7(c).

  • Purchased Stock means a right to purchase Common Stock granted pursuant to Article IV of the Plan.

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

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

  • Coop Shares Shares issued by a Cooperative Corporation.

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

  • Acquisition Shares means the shares of an Acquiring Fund to be issued to the corresponding Target Fund in a reorganization under this Agreement.

  • Buyer Stock means the common stock, par value $0.0001 per share, of Buyer.

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

  • Conversion Stock means shares of Common Stock issued upon conversion of the Preferred Stock.

  • Purchased Units means, with respect to a particular Purchaser, the number of Common Units equal to the aggregate Purchase Price set forth opposite such Purchaser’s name under the column titled “Purchase Price” set forth on Schedule A hereto divided by the Common Unit Price.

  • Number of Option Shares means shares of Stock, as adjusted from time to time pursuant to Section 9.

  • Per Share Purchase Price equals $1.00, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the date of this Agreement.

  • Seller Shares means all shares of Common Stock of the Company owned as of the date hereof or hereafter acquired by a Common Holder, as adjusted for any stock splits, stock dividends, combinations, subdivisions, recapitalizations and the like.

  • Reserved Shares means initially, [ ] Shares. The Reserved Shares may be increased or decreased in a Supplemental Confirmation.

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

  • Option Stock shall have the meaning set forth in Section 2(a) hereof.

  • Conversion Shares means, collectively, the shares of Common Stock issuable upon conversion of the shares of Preferred Stock in accordance with the terms hereof.

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

  • Acquired Shares has the meaning set forth in the Recitals.

  • Common Warrant Shares means the shares of Common Stock issuable upon exercise of the Common Warrants.

  • H Shares means the overseas-listed foreign invested shares in the share capital of the Company with a nominal value of RMB1.00 each, which are subscribed for and traded in Hong Kong Dollars;

  • Exchange Shares has the meaning set forth in Section 2.01(b).