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.

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.

Purchaser Share Issuance has the meaning set forth in the recitals.

Examples of Purchaser Share Issuance in a sentence

• The only vote of the holders of any class or series of Purchaser’s capital stock or other securities of Purchaser necessary to approve the transactions contemplated by this Agreement is the affirmative vote in favor of the Purchaser Share Issuance by a majority of the votes cast on the Purchaser Share Issuance by the holders of the outstanding shares of Purchaser Common Stock (such approval, the “Purchaser Stockholder Approval”).

• 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.

• Notwithstanding anything to the contrary set forth in this Agreement, the Purchaser shall not make any Purchaser Share Issuance Election that would require, pursuant to Nasdaq Listing Rules or otherwise, a vote of the Purchaser’s stockholders in order to approve the issuance of the shares of Purchaser Common Stock to be issued pursuant to such Purchaser Share Issuance Election.

• None of the parties or their respective boards of directors shall take any action that would cause any Takeover Statute to become applicable to this Agreement or any of the transactions contemplated hereby, including the Purchaser Share Issuance, the Sale or the Primary Issuance, and each shall take all necessary steps to exempt (or ensure the continued exemption of) the transactions contemplated hereby from any applicable Takeover Statute now or hereafter in effect.

• The execution and delivery of this Agreement by the Purchaser and the performance by the Purchaser of its obligations under this Agreement have been duly authorized by the Purchaser Board and except for obtaining the Purchaser Shareholder Approval of the Purchaser Share Issuance Resolution, no other corporate proceedings on the part of the Purchaser are necessary to authorize this Agreement and the Arrangement.

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

• 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.

• 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.

• 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.

• No Governmental Entity of competent authority shall have after the date of this Agreement issued (i) an Order (whether preliminary or permanent) or (ii) enacted a Law (excluding, for purposes of this clause (ii), any such Regulatory Law of any jurisdiction other than the United States), in each case, that remains in effect and makes illegal or prohibits the consummation of the Sale, the Primary Issuance or the Purchaser Share Issuance (collectively, the “Legal Restraints”).