Private Stock definition

Private Stock means shares of Purchaser’s unregistered common stock, issued to Seller.
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Examples of Private Stock in a sentence

  • Prior to the Effective Date, Purchaser and Seller shall enter into a Registration Rights Agreement on reasonable and customary terms pursuant to which Purchaser will agree to use its best effort to cause the Private Stock and shares issuable upon conversion of the Subordinated Convertible Note to be registered under the Securities Act within 180 days after the Acquisition Date.

  • The continuation, validity and effectiveness of all the Contracts under the current material terms thereof (including without limitation the current rentals under any leases or licenses) will in no way be affected by the transfer of the Private Stock to Seller under this Agreement or for any reason as a result of Seller entering into the Royalty Liquidation Trust pursuant to Section 8(l) of this Agreement.

  • Otherwise the interest rate shall be the prime rate as announced from time to time in The Wall Street Journal under “Money Rates.” Seller may elect to accept additional shares of Private Stock as additional Stock Consideration and reduce the principal amount of the Note Payment by a per share amount equal to the per share offering price for the Private Placement described in Section 8(n) up to a maximum $2,450,000.00 reduction of the Note Payment principal amount.

  • At the Closing, Purchaser will issue and deliver to Seller 28,193,900 shares of Private Stock (“Stock Consideration”), subject to adjustment as provided in Section 4(b) below.

  • Amended and Restated 1989 Employee Incentive Stock Option Plan, as amended, and Employment and Compensation Arrangements Pursuant to Private Stock Option Agreements (No. 333-21191) S-3 Post Effective Amendment No. 3 to Form S-4 filed on Form S-3 pertaining to the offer to exchange $150,000,000 of 6 7/8% senior notes due 2005 for $150,000,000 of 6 7/8% senior notes due 2005, Series B.

  • If Seller is the Indemnifying Party, Seller shall cause to be surrendered to the Purchaser shares of Private Stock equal to the dollar amount of Seller’s indemnity obligation divided by the Stock Price, but in no event more than one hundred thousand (100,000) shares (after giving effect to the Reverse Stock Split).

  • If Seller is the Indemnifying Party, Seller shall cause to be surrendered to the Purchaser shares of Private Stock equal to the dollar amount of Seller's indemnity obligation divided by the Stock Price, but in no event more than one hundred thousand (100,000) shares (after giving effect to the Reverse Stock Split).

  • Except as expressly provided in this Section 1.7(a), each such SVB Financial Stock Option shall be subject to the same terms and conditions (including vesting and exercisability terms) as applied to the corresponding Boston Private Stock Option immediately prior to the Effective Time.

  • At the Closing, Purchaser will issue and deliver to Seller 28,193,900 shares of Private Stock ("Stock Consideration"), subject to adjustment as provided in Section 4(b) below.

  • Otherwise the interest rate shall be the prime rate as announced from time to time in The Wall Street Journal under "Money Rates." Seller may elect to accept additional shares of Private Stock as additional Stock Consideration and reduce the principal amount of the Note Payment by a per share amount equal to the per share offering price for the Private Placement described in Section 8(n) up to a maximum $2,450,000.00 reduction of the Note Payment principal amount.

Related to Private Stock

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

  • Private Sale means the 23,562,677 Backstop Consideration Shares purchased directly by the Rights Offering Sponsors.

  • Private Placement Shares shall have the meaning given in the Recitals hereto.

  • Investor Securities means the securities eligible for registration pursuant to the Registration Rights Agreement.

  • Private Placement Warrants shall have the meaning given in the Recitals hereto.

  • Management Shares means a management share in the capital of the ICAV which shall have the right to receive an amount not to exceed the consideration period for such Management Share.

  • 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.

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

  • Private Key means the key of a key pair used to create a digital signature;

  • Private Warrants means the Warrants the Investors are privately purchasing simultaneously with the consummation of the Company’s initial public offering.

  • Series B Stock means the Company's Series B Convertible Preferred Stock, par value $0.000001 per share.

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

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

  • Exchangeable Securities means any securities of any trust, limited partnership or corporation other than the Trust that are convertible or exchangeable directly for Units without the payment of additional consideration therefore;

  • voting equity securities means equity securities having voting power for the election of directors, whether at all times or only so long as no senior class of security has such voting power by reason of any contingency.

  • Class B Stock means Class B Stock, par value $1.00 per share, of the Company.

  • Public Offering means the sale in an underwritten public offering registered under the Securities Act of equity securities of the Company or a corporate successor to the Company.

  • Common Share Equivalents means any securities of the Company or the Subsidiaries which would entitle the holder thereof to acquire at any time Common Shares, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Shares.

  • Private Placement Units shall have the meaning given in the Recitals hereto.

  • Stockholder Shares means the shares of common stock of the Company issued to Stockholder in accordance with the terms and conditions of the Reorganization Agreement, including such shares of common stock of the Company transferred from Stockholder to The Cendant Charitable Foundation, and any securities of the Company issued as a dividend on or other distribution with respect to, or in exchange for or replacement of, such common stock.

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

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

  • Equity Shares means the Common Shares and any shares of any other class or series of the Corporation which may from time to time be authorized for issue if by their terms such shares confer on the holders thereof the right to participate in the distribution of assets upon the voluntary or involuntary liquidation, dissolution or winding up of the Corporation beyond a fixed sum or a fixed sum plus accrued dividends;

  • 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.

  • Unit Shares means the Common Shares comprising part of the Units;

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