Reduced Shares definition

Reduced Shares has the meaning set forth in Section 2.6.

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Reduced Shares has the meaning specified in the definition of “Stock Consideration.”

Reduced Shares has the meaning specified in Section 3.3(a)(i).

Examples of Reduced Shares in a sentence

• In the event of a “net exercise” of this Option, this Option (or portion thereof so exercised) to purchase the Reduced Shares of Stock shall be cancelled in exchange for the right to receive an amount (the “Redemption Amount”) equal to the Fair Market Value of the Reduced Shares of Stock on the date of exercise.

• Thereafter, Optionee shall receive the number of shares of Stock remaining after such Reduced Shares of Stock have been cancelled.

• If the number of Shares to be issued under this Agreement is reduced as a result of the provisions of this Section 2.6, at the applicable Closing, the Purchaser shall (i) make a cash payment to the Company in an amount equal to the Excluded Shares multiplied by the Applicable Price Per Share and (ii) purchase the applicable Reduced Shares for a price equal to the Reduced Shares multiplied by the Applicable Price Per Share.

• Notice (or the amount of any final judgment, award, or settlement in the case of a disputed claim that results in an indemnification obligation on the part of the Holdback Shareholders) (the "Reduced Shares").

• In the event the Company's audited financial statements for the year ending December 31, 2000 evidences cash flow less than the Projected Cash Flow (the "Differential Cash Flow"), the number of Consideration Shares to be issued shall be reduced (the "Reduced Shares").

• Thereafter, the Participant shall receive the number of shares of Stock remaining after such Reduced Shares have been cancelled.

• The number of Reduced Shares shall first be applied against the Escrow Shares.

• Upon reaching the $75,000 threshold, the full dollar amount of any such indemnification obligations in excess of $75,000 shall be used in calculating the number of Reduced Shares in accordance with Section 2.3.

• If the Differential Cash Flow exceeds the valuation of the Escrow Shares, that number of Reduced Shares shall then be applied against the balance of the Consideration Shares.

• Parent shall place the Reduced Shares in escrow with the Escrow Agent and shall cause such Reduced Shares to be issued to the Company Stockholders, on a per share of Company Common Stock basis in accordance with the Exchange Ratio, upon Surviving Company’s obtaining, no later than 90 days after Closing, a credit facility for at least the Target Loan Amount and with a weighted average interest rate of not more than the Target Blended Interest Rate.

More Definitions of Reduced Shares

Reduced Shares means the product of (x) Omnicom Outstanding Shares as of the close of business on the Measurement Date multiplied by (y) the difference between the Omnicom Exchange Ratio minus the Omnicom Adjusted Exchange Ratio. If the Omnicom Adjusted Exchange Ratio, following calculation thereof in accordance with this Section 1.7(c), is lower than the Omnicom Exchange Ratio, references in this Agreement (other than in this Section 1.7(c)) to (i) the Omnicom Exchange Ratio shall instead be deemed to mean the Omnicom Adjusted Exchange Ratio and (ii) the Omnicom Transaction Dividend shall instead be deemed to mean the Omnicom Adjusted Dividend. Notwithstanding anything to the contrary, from and after the Measurement Date and through the Omnicom Effective Time, to the extent permitted by applicable Law and the terms and conditions of the Omnicom ESPP, Omnicom Stock Awards and related Benefit Plans, as applicable, the exceptions set forth in Section 5.1(c)(i)(C) and Section 5.1(c)(i)(D) shall not apply to Omnicom and Omnicom shall not issue or sell any shares of Omnicom Common Stock pursuant to the Omnicom ESPP or Omnicom Stock Awards.

Reduced Shares means ordinary share(s) with a par value of HK$0.01 each in the share capital of the Issuer immediately following the Capital Reorganisation becoming effective;

Reduced Shares means the positive difference between (i) the sum of that number of Parent Shares issuable under this Agreement (after giving effect to the adjustments provided for in Section 2.3(c)(ii)) upon the Closing plus that number of shares of Parent Common Stock issued or issuable under the SHEP I MIPSA (including the Indemnity Escrowed Shares (as defined in the SHEP I MIPSA)) upon the closing of the transactions contemplated by the SHEP I MIPSA, minus (ii) that number of shares of Parent Common Stock equal to the product of (x) .199, multiplied by, (y) that number of shares of Parent Common Stock issued and outstanding immediately prior to the Execution Date; provided, that any resulting fractional share of Parent Common Stock shall be rounded up except to the extent that such rounding would cause the number of shares under clause (i) of this definition to exceed clause (ii) of this definition, in which case the resulting fractional share shall be rounded down.

Reduced Shares has the meaning given in clause 2.8(a);

Reduced Shares means a number of Shares of Common Stock that would otherwise be issuable to the Holder in the deemed exercise of this Warrant upon the consummation of a Qualified Public Offering pursuant to Section 2.1(d) equal to the greater of (i) the number of such Shares determined in good faith by the tax advisor to the Holder to ensure that the Holder would not be a “10-percent shareholder” of the Company as determined under Sections 871(h)(3) and 881(c) of the Code and Treasury Regulations Section 1.871-14(g) as a result of or following such exercise, taking into account any other Shares treated as owned, directly or indirectly, by the Holder pursuant to Treasury Regulations Section 1.871-14(g)(2)(ii) including upon the exercise of any other security, warrant or option owned by the Holder in respect of Shares of the Company that is convertible in a Qualified Public Offering, and (ii) a number of Shares the aggregate Per Share Cash Amount of which, when aggregated with any cash proceeds to be received by the Holder from the sale of Convertible Note Shares in a Qualified Public Offering, is equal to the maximum amount of the potential withholding obligation of the Company pursuant to Section 1445 in respect of the deemed exercise of this Warrant for Shares of Common Stock and cash pursuant to Section 2.1(d); provided, however, that if the number of Reduced Shares would otherwise not be a whole number, it shall be rounded up to the next whole number.