Purchaser Share Issuance definition

Purchaser Share Issuance means the issuance by Purchaser of shares of Purchaser Common Stock in the Merger and pursuant to the Transaction Documents.
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Purchaser Share Issuance has the meaning set forth in the recitals.
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Purchaser Share Issuance means one or more issuances of Purchaser Common Stock to Seller, in each such event, equal to the amount of shares of Purchaser Common Stock equal to the difference between (a) 10% multiplied by the Purchaser Fully Diluted Capitalization, less (b) the total of any shares of Purchaser Common Stock previously issued to Seller (if any) (in each case, as adjusted for any stock split, stock dividend, combination, or other recapitalization or reclassification effected after the date of such prior Purchaser Share Issuance); provided that, the Purchaser Funding which triggers the Purchaser Share Issuance shall not exceed $2,500,000.
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Examples of Purchaser Share Issuance in a sentence

  • Except as otherwise expressly set forth in any Transaction Agreement, all fees and expenses incurred in connection with the Transaction Agreements and the transactions contemplated thereby shall be paid by the party incurring such fees or expenses, whether or not the Acquisition, the Purchaser Share Issuance and the other transactions contemplated by the Transaction Agreements are consummated.

  • Purchaser shall, and Purchaser and Seller shall use reasonable best efforts to cause the Company to, as promptly as practicable (but in no event later than 30 business days after the date of this Agreement) make any other competition, merger control, antitrust or similar Law of any jurisdiction that are applicable to the Acquisition or the Purchaser Share Issuance (“Non-Indian Antitrust Laws”), with respect to the transactions contemplated by this Agreement.

  • Unless otherwise provided by law any account more than ninety (90) days past due shall be referred to the county attorney's office for collection.

  • The amount of cash that the Purchaser would otherwise be required to pay in satisfaction of any payment obligation pursuant to this Agreement with respect to which a Purchaser Share Issuance Election has been made shall be reduced by an amount equal to the product obtained by multiplying: (i) the aggregate number of whole shares of Purchaser Common Stock issued in satisfaction of such payment obligation; by (ii) the applicable Volume-Weighted Average Price.

  • Unless the Purchaser Board has effected a Recommendation Change in accordance with Section 6.28(d), Purchaser shall use its reasonable best efforts to solicit from the holders of Purchaser Common Shares proxies in favor of the approval of the Purchaser Share Issuance in accordance with the DGCL.

  • Between the date of this Agreement and the Effective Time, each party shall file all reports and other filings required to be filed by each of them with Government Entities with respect to this Agreement and the Transactions (other than those reports or other filings which are required to be to be made after the Closing (including SEC Reports and filings relating to the Purchaser Share Issuance) and shall deliver to the other parties copies of all such reports and filings promptly after the same are filed.

  • Except as otherwise expressly set forth in any Transaction Agreement, all fees and expensesincurred in connection with the Transaction Agreements and the transactions contemplated thereby shall be paid by the party incurring such fees or expenses, whether or not the Acquisition, the Purchaser Share Issuance and the other transactions contemplated by the Transaction Agreements are consummated.

  • Purchaser shall, and Purchaser and Seller shall use reasonable best efforts to cause the Company to, as promptly as practicable (but in no event later than 30 business days after the date of this Agreement) make any other competition, merger control, antitrust or similar Law of any jurisdiction that are applicable to the Acquisition or the Purchaser Share Issuance (“Non-Indian AntitrustL aws”), with respect to the transactions contemplated by this Agreement.

  • Each Purchaser Share Issuance Election shall be revocable by the Purchaser at any time prior to the applicable Share Issuance Closing Date.

  • The Purchaser Circular shall include the unanimous recommendation of the Purchaser Board that the Purchaser Shareholders vote in favour of the Purchaser Share Issuance Resolution, subject to the terms of this Agreement and a statement that each director and executive officer of the Purchaser intends to vote all of his or her Purchaser Shares in favour of the Purchaser Share Issuance Resolution, and shall include a copy of the Purchaser Opinions.

Related to Purchaser Share Issuance

  • Share Issuance means the issuance of Parent Common Stock pursuant to the Merger.

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

  • Permitted Share Issue means an issue of:

  • Subco Shares means the common shares in the capital of Subco;

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

  • Pubco Shares means fully paid and non-assessable common shares of Pubco to be issued to the Selling Shareholders by Pubco upon Closing on the basis of 10 Priveco Share for 12,380,951 Shares;

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

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

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

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

  • Closing Shares shall have the meaning ascribed to such term in Section 2.1(a)(i).

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

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

  • Amalco Shares means the common shares in the capital of Amalco;

  • Purchaser Warrants means Purchaser Private Warrants and Purchaser Public Warrants, collectively.

  • 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.

  • Purchase Shares has the meaning set forth in Section 2.2(a) hereof.

  • Holdco Shares means the ordinary shares of HoldCo with a par value of US$0.0001 per share.

  • Forward Purchase Shares shall have the meaning given in the Recitals hereto.

  • Purchaser Securities means the Purchaser Units, the Purchaser Common Stock, the Purchaser Preferred Stock and the Purchaser Warrants, collectively.

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

  • Initial Shares means all of the outstanding shares of Common Stock issued prior to the consummation of the Company’s initial public offering.

  • Buyer Stock means the common stock, par value $0.001 per share, of Buyer.

  • Parent Share Price means the average of the volume weighted averages of the trading prices of Parent Common Shares on NYSE (as reported by Bloomberg L.P. or, if not reported therein, in another authoritative source mutually selected by Parent and the Company in good faith) on each of the 20 consecutive trading days ending on (and including) the trading day that is two trading days prior to the Closing Date.

  • Put Shares means all shares of Common Stock issued, or that the Company shall be entitled to issue, per any applicable Put Notice in accordance with the terms and conditions of this Agreement.

  • Sold Shares shall have the meaning specified in Section 6.