Purchaser Stock Issuance definition

Purchaser Stock Issuance means the issuance of shares of Purchaser Common Stock in connection with the Merger on the terms and subject to the conditions set forth in this Agreement.
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Purchaser Stock Issuance has the meaning specified in Section ------------------------ 6.05(a).
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Purchaser Stock Issuance shall have the meaning ascribed to such term in Section 4.04(a).
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Examples of Purchaser Stock Issuance in a sentence

  • Purchaser shall use commercially reasonable efforts to cause the Proxy Statement to be cleared by the SEC as promptly as practicable after the date hereof, and, prior to such date, Purchaser shall take all action required under any applicable Laws in connection with the Purchaser Stock Issuance.

  • The Board of Directors of Purchaser has received an opinion from Deutsche Bank AG, dated as of 9 October 2004, to the effect that, as of such date, issuance of the Consideration Shares in the Purchaser Stock Issuance is fair, from a financial point of view, to Purchaser, a signed copy of which opinion will be delivered to Seller solely for informational purposes as promptly as practicable after receipt thereof by Purchaser.

  • Xxxxx, Purchaser's President and Chief Executive Officer, and Xxxxx Xxxxxxxx, Chairman of Purchaser's Board of Directors, have each executed the respective Voting Agreements attached as Exhibit 14.7.3 to the Original Agreement, pursuant to which they have agreed to vote shares of Purchaser Common Stock beneficially owned by them in favour of approval of the Purchaser Stock Issuance.

  • The Board of Directors of Purchaser (i) has determined that the Purchase Price for the Purchase Object in the form of the Purchaser Stock Issuance is fair to Purchaser and its stockholders, (ii) has approved this Agreement, the Ancillary Agreements and the transactions contemplated hereby and thereby, and (iii) has approved and determined to recommend that the stockholders of Purchaser vote to approve the Purchaser Stock Issuance (herein the "BOARD RECOMMENDATION").

  • Seller agrees to release or subordinate such security interest if (i) required by a lender to Purchaser or the Companies in connection with the making by such lender of a loan to Purchaser or the Companies, and (ii) the lender commits, in a writing reasonably acceptable to Seller, to paying off all amounts owed to Seller under this Agreement and the Promissory Note upon the closing of such loan or for a New Purchaser Stock Issuance.

Related to Purchaser Stock Issuance

  • Maximum Common Stock Issuance shall have the meaning specified in Section 2(H).

  • Stock Issuance Agreement means the agreement entered into by the Corporation and the Participant at the time of issuance of shares of Common Stock under the Stock Issuance Program.

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

  • Stock Issuance Program means the stock issuance program in effect under the Plan.

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

  • Purchaser Stock Price means, with respect to any Common Stock Fundamental Change, the average of the daily Closing Price for one share of the common stock received by holders of the Common Stock in such Common Stock Fundamental Change during the 10 Trading Days immediately prior to the date fixed for the determination of the holders of the Common Stock entitled to receive such common stock or, if there is no such date, prior to the date upon which the holders of the Common Stock shall have the right to receive such common stock.

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

  • Settlement Shares With respect to any Settlement Date, a number of Shares, not to exceed the Base Amount, designated as such by Party B in the related Settlement Notice or by Party A pursuant to “Termination Settlement” below; provided that on the Maturity Date the number of Settlement Shares shall be equal to the Base Amount on such date.

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

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

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

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

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

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

  • New Shares means ordinary or common shares, whether of the entity or person (other than the Share Issuer) involved in the Merger Event or a third party, that are, or that as of the Merger Date are promptly scheduled to be, (i) publicly quoted, traded or listed on an exchange or quotation system located in the same country as the Exchange (or, where the Exchange is within the European Union, in any member of state of the European Union) or on another exchange acceptable to the Issuer and (ii) not subject to any currency exchange controls, trading restrictions or other trading limitations.

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

  • Deemed Issuance means an issuance of Common Stock that shall be deemed to have occurred on the latest possible permitted date pursuant to the terms hereof or any applicable Warrant in the event Borrower fails to deliver Conversion Shares as and when required pursuant to Sections 3 or 8 of the Note or Warrant Shares (as defined in the Purchase Agreement) as and when required pursuant to the Warrant. For the avoidance of doubt, if Borrower has elected or is deemed under Section 8.3 to have elected to pay an Installment Amount in Installment Conversion Shares and fails to deliver such Installment Conversion Shares, such failure shall be considered a Deemed Issuance hereunder even if an Equity Conditions Failure exists at that time or other relevant date of determination.

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

  • Share Purchase has the meaning set out in Section 2.1.

  • 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).

  • Class B Warrants means, collectively, the Common Stock purchase warrants in the form of Exhibit C attached hereto delivered to the Purchasers at the Closing in accordance with Section 2.2(a) hereof, which warrants shall be exercisable immediately and have a term of exercise equal to one year.

  • Parent Warrants means the outstanding warrants to purchase Parent Common Stock.

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

  • Series Issuance Date means, with respect to any Series, the date on which the Notes of such Series are to be originally issued in accordance with Section 2.12 and the related Indenture Supplement.

  • Special Warrants means the special warrants issued by the Company, at a price of $0.10 per Special Warrant, pursuant to the Special Warrant Private Placement and entitling the holder thereof to acquire, for no additional consideration, one Common Share pursuant to the terms and conditions in the Special Warrant Certificates; and