Purchaser Approved Share Threshold definition

Purchaser Approved Share Threshold means a total of 32,700,000 Shares, including for greater certainty any securities issued by the Company or High Street that are convertible, exchangeable, redeemable, retractable or exercisable for or into Shares, provided that such 32,700,000 Shares shall consist of (i) 12,400,000 Floating Shares, including for greater certainty 3,700,000 Floating Shares that are issuable upon exercise of Floating Options; and (ii) 20,300,000 New Subordinate Shares, but for greater certainty shall exclude: (i) 70,994,208 New Subordinate Shares and 30,425,955 Floating Shares which will be issued pursuant to the Amended Plan of Arrangement in exchange for 79,508,915 Company Subordinate Voting Shares and 547,794.3551 Company Proportionate Voting Shares, which are issued and outstanding as of the date of this Amendment; (ii) 117,600 New Multiple Shares and 50,400 Floating Shares which will be issued pursuant to the Amended Plan of Arrangement in exchange for 168,000 Company Multiple Voting Shares, which are issued and outstanding as of the date of this Amendment; (iii) 35,881,186 New Subordinate Shares and 15,377,579 Floating Shares which may be issued by the Company upon the conversion, exchange or exercise of 23,414,802 High Street Units, 4,496,636 Company Options, 8,120,308 Company Compensation Options, 7,296,766 Company RSUs, 728,145 USCo2 Class B Shares and up to 7,202,382 Shares that may be issued upon the conversion of convertible debt outstanding on the date hereof, which are issued and outstanding as of the date of this Amendment; and (iv) 8,399 New Subordinate Shares and 3,599 Floating Shares reserved for issuance to the lender pursuant to the Credit Agreement Amendment.
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Purchaser Approved Share Threshold means 58,000,000 Company Shares, including for greater certainty any securities issued by the Company or High Street that are convertible, exchangeable, redeemable, retractable or exercisable for or into Company Shares but excluding for greater certainty: (i) 51,519,116 Company Subordinate Voting Shares which are issued and outstanding as of the date of this Agreement; (ii) 72,494,566 Company Subordinate Voting Shares which may be issued by the Company upon the conversion, exchange or exercise of Company Proportionate Voting Shares, Company Multiple Voting Shares, High Street Units, Company Options, Company Compensation Options, Company RSUs and USCo2 Class B Shares, which are issued and outstanding as of the date of this Agreement; (iii) an aggregate of up to 5,221,905 Company Subordinate Voting Shares in respect of certain potential acquisitions as set out in Schedule (f)(ii) of the Company Disclosure Schedule; and (iv) an aggregate of up to 1,000,000 Company RSUs issuable to holders of unvested Company Options, unvested Company RSUs and unvested Profit Interests.
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Examples of Purchaser Approved Share Threshold in a sentence

  • Subject to the terms of this Indenture, the Company shall not issue Subordinate Voting Shares or securities convertible or exercisable for or into Subordinate Voting Shares in excess of the Purchaser Approved Share Threshold (as such term is defined pursuant to the Arrangement Agreement) without the prior written consent of the Special Warrantholders.

Related to Purchaser Approved Share Threshold

  • Micro-purchase threshold means the dollar amount at or below which a district may purchase property or services using micro-pur- chase procedures. Generally, the micro-purchase threshold for pro- curement activities administered under federal awards is not to ex- ceed the amount set by the Federal Acquisition Regulations (FAR) at 48 C.F.R. Part 2, Subpart 2.1 [see below], unless a higher threshold is requested by the district and approved by the cogni- zant agency for indirect costs.

  • Approved Share Plan means any employee benefit plan which has been approved by the board of directors of the Company prior to or subsequent to the date hereof pursuant to which Ordinary Shares and standard options to purchase Ordinary Shares may be issued to any employee, officer or director for services provided to the Company in their capacity as such.

  • Required Shareholder Approval has the meaning in Section 2.20.

  • Shareholder Approval Date means the date on which this Plan is approved shareholders of the Company eligible to vote in the election of directors, by a vote sufficient to meet the requirements of Code Sections 162(m) (if applicable) and 422, Rule 16b-3 under the Exchange Act (if applicable), applicable requirements under the rules of any stock exchange or automated quotation system on which the Shares may be listed on quoted, and other laws, regulations and obligations of the Company applicable to the Plan.

  • Stockholder Approval Date means the date on which Stockholder Approval is received and deemed effective under Delaware law.

  • Stated Threshold means total losses under the shared loss agreements in the amount of $4 Billion ($4,000,000,000.00).

  • Make-Whole Acquisition Stock Price means the consideration paid per share of Common Stock in a Make-Whole Acquisition. If such consideration consists only of cash, the Make-Whole Acquisition Stock Price shall equal the amount of cash paid per share of Common Stock. If such consideration consists of any property other than cash, the Make-Whole Acquisition Stock Price shall be the average of the Closing Price per share of Common Stock on each of the 10 consecutive Trading Days up to, but not including, the Make-Whole Acquisition Effective Date.

  • Parent Shareholder Approval means the approval of the Parent Share Issuance by the affirmative vote of a majority of the Parent Common Shares entitled to vote thereon and present in person or represented by proxy at the Parent Shareholder Meeting in accordance with applicable securities Laws, the rules and regulations of the NYSE and the TSX, as applicable, the ABCA and the Organizational Documents of Parent.

  • Requisite Shareholder Approval shall have the meaning set forth in Section 4.3(a).

  • Option Closing Purchase Price shall have the meaning ascribed to such term in Section 2.2(b), which aggregate purchase price shall be net of the underwriting discounts and commissions.

  • Requisite Stockholder Approval means the affirmative vote of the holders of a majority of that company’s issued and outstanding shares entitled to vote on the Merger actually voting in favor of this Agreement and the Merger.

  • Company Shareholder Approval has the meaning set forth in Section 4.03(d).

  • Company Stockholder Approval has the meaning set forth in Section 4.2(b).

  • Share Value means $25.00 plus declared and unpaid dividends as at the date of the Trigger Event.

  • VWAP Purchase Share Percentage means, with respect to any particular VWAP Purchase Notice pursuant to Section 1(c) hereof, the percentage set forth in the VWAP Purchase Notice which the Buyer will be required to buy as a specified percentage of the aggregate shares traded on the Principal Market during normal trading hours up to the VWAP Purchase Share Volume Maximum on the VWAP Purchase Date subject to Section 1(c) hereof but in no event shall this percentage exceed thirty percent (30%) of such VWAP Purchase Date’s share trading volume of the Common Stock on the Principal Market during normal trading hours.

  • Disinterested Shareholder Approval means approval by a majority of the votes cast by all the Company’s shareholders at a duly constituted shareholders’ meeting, excluding votes attached to Common Shares beneficially owned by Insiders who are Service Providers or their Associates;

  • Bid threshold means the dollar amount set in N.J.S.A. 18A:18A-3, above which a Board shall advertise for and receive sealed bids in accordance with procedures set forth in N.J.S.A. 18A:18A-1 et seq.

  • Parent Stockholder Approval has the meaning set forth in Section 5.2.

  • Per Share Value means the average value of the consideration to be received in respect of each outstanding Common Share pursuant to the Qualifying Transaction as determined by mutual agreement of the Independent Directors (as defined in Section 2(b)(i) below) and the holders of a majority in interest of all outstanding warrants to purchase Common Shares containing this provision, or, if they shall fail to agree, by an Investment Bank.

  • Earn-Out Shares has the meaning provided in Section 2.2(b).

  • Minimum Threshold means the average daily yield on the 10 Year Treasury Note (as reported in the Bloomberg GT10 index) over the Award Period.

  • 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.

  • Initial Closing Price means the RI Closing Value of a Reference Item on the Strike Date

  • Share Dilution Amount means the increase in the number of diluted shares outstanding (determined in accordance with GAAP applied on a consistent basis, and as measured from the date of the Issuer’s most recent consolidated financial statements prior to the Signing Date) resulting from the grant, vesting or exercise of equity-based compensation to employees and equitably adjusted for any stock split, stock dividend, reverse stock split, reclassification or similar transaction.

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

  • Relative Total Shareholder Return or “Relative TSR” means the Company’s TSR compared to the Peer Companies TSR on a relative basis. The Company and the Peer Companies from highest to lowest according to their respective TSRs will determine Relative TSR. After this ranking, the percentile performance of the Company relative to the Peer Companies will be determined using the Percentrank formula in Microsoft Excel.