Reimbursement Shares definition

Reimbursement Shares means Class A Shares in amount equal to (1) the Dollar Equivalent of (x) the number of shares of Sky plc that the Company and its affiliates acquire in the Sky Acquisition, multiplied by (y) the amount by which the Approved Per Share Price exceeds £14.00 per share, divided by (2) the Reimbursement Shares Issuance Price; provided that, in the event that the Company changes the number of Shares or securities convertible or exchangeable into or exercisable for any such Shares issued and outstanding prior to the Reimbursement Shares Closing as a result of a distribution, reclassification, stock split (including a reverse stock split), stock dividend or distribution or any other dividend or distribution other than cash dividends, recapitalization, subdivision or other similar transaction, the definition of Reimbursement Shares shall be equitably adjusted to eliminate the effects of such event on the number of Class A Shares constituting Reimbursement Shares.
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Reimbursement Shares means the shares of Saba common stock which Capco shall sell or cause to be sold to Saba in like number as any Preemption Shares in order to eliminate any effect on Saba of an exercise of Preemptive Rights.
Sample 1
Reimbursement Shares means the number of shares of Common Stock equal to the quotient of X divided by Y, where (a) X equals the total amounts due to Purchaser pursuant to the applicable provisions of Section 7.2(b) or Section 7.2(c), minus the amount paid to Purchaser in immediately available funds pursuant to Section 7.2(e)(i), and (b) Y equals $11.25; provided, however, that in the event the number of Reimbursement Shares as calculated pursuant to the foregoing definition exceeds 19.99% of the then issued and outstanding shares of Common Stock, the term “Reimbursement Shares” shall mean the number of shares of Common Stock equal to 19.99% of the then issued and outstanding Common Stock.
Sample 1

Examples of Reimbursement Shares in a sentence

  • WEDGE agrees to take all action and execute all instruments required of it in order to effectuate the issuance or transfer of and its registration as the owner of the Reimbursement Shares as provided above.

  • Such transfer or issuance of the Reimbursement Shares to WEDGE shall be deemed to discharge CB&I from any and all obligations in respect of the remaining unpaid portion of the Full Reimbursement Amount.

  • The resale of the Expense Reimbursement Shares, if any, shall be registered pursuant to prospectus supplements filed with respect to “shelf take downs” under Registration Statement No. 333-183557 and effective at the Closing.

  • The Reimbursement Shares have been approved for listing on the New York Stock Exchange, subject to official notice of issuance.

  • The Escrow Agent shall from time to time sell such amount of the Reimbursement Shares as necessary to pay the Shareholders' Representative's costs and expenses, to the extent required by this Section 2.2(c).

  • WEDGE agrees that upon becoming the owner of any Reimbursement Shares it shall thereby automatically be subject to all of the restrictions of the WEDGE Shareholder Agreement.

  • Notwithstanding the foregoing, each Shareholder shall have the right to exercise any voting rights appertaining to the Escrow Shares and the Reimbursement Shares.

  • Each Focus Shareholder acknowledges and agrees that the Reimbursement Shares may be subject to up to 24 months escrow under the ASX Listing Rules and agrees to execute and deliver (or procure the execution and delivery of) such restriction agreement as may be required under the ASX Listing Rules in relation to their Reimbursement Shares.

  • Reimbursement shall be solely in the form of Company Shares ("Reimbursement Shares") and shall be paid to Employee on the respective dates that Restricted Stock was scheduled to (i) vest and become Fully Vested Shares or (ii) be released from the additional two-year period as described in Section 3.4(a), and solely for the value of that number of shares of such Restricted Stock which EDS withholds or fails to deliver.

  • This Schedule of Exceptions is being furnished by Ardelyx, Inc., a Delaware corporation (the “Company”), to the Investors (as defined in that certain Securities Purchase Agreement of even date herewith by and among the Company and such Investors (the “Agreement”)) in connection with the execution and delivery of the Agreement, pursuant to Section 4 of the Agreement.


More Definitions of Reimbursement Shares

Reimbursement Shares has the meaning set forth in the Recitals.
Sample 1
Reimbursement Shares has the meaning set forth in Section 5.5(c).
Sample 1

Related to Reimbursement Shares

  • Payment Shares has the meaning set forth in Section 2.02;

  • Commitment Shares shall have the meaning set forth in Section 12.04.

  • Full Entitlement Share(s) shall have the respective meanings set forth in Section 2.12.

  • Management Shares means a management share in the capital of the ICAV which shall have the right to receive an amount not to exceed the consideration period for such Management Share.

  • 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.

  • Partial Entitlement Share(s) shall have the respective meanings set forth in Section 2.12.

  • Interest Shares means the shares of Common Stock and the related Preferred Share Purchase Rights issuable in payment of interest on the Note.

  • Private Placement Shares shall have the meaning given in the Recitals hereto.

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

  • Prefunded Warrant Shares means the shares of Common Stock issuable upon exercise of the Prefunded Warrants.

  • Pre-Funded Warrant Shares means the shares of Common Stock issuable upon exercise of the Pre-Funded Warrants.

  • Conversion Shares means, collectively, the shares of Common Stock issuable upon conversion of the shares of Preferred Stock in accordance with the terms hereof.

  • Required Registration Amount means either the Initial Required Registration Amount or the Additional Required Registration Amount, as applicable.

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

  • Advance Shares means the Common Shares that the Company shall issue and sell to the Investor pursuant to the terms of this Agreement.

  • Underlying Shares means the shares of Common Stock issued and issuable upon conversion or redemption of the Debentures and upon exercise of the Warrants and issued and issuable in lieu of the cash payment of interest on the Debentures in accordance with the terms of the Debentures.

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

  • Adjustment Shares shall have the meaning set forth in Section 11(a)(ii) hereof.

  • Founders’ Shares means 1,000 shares with a par value of $1 per share, 500 of which were issued to MACRO Securities Depositor, LLC and 500 of which were issued to Claymore Securities, Inc., in exchange for the Initial Deposit.

  • Fully Adjusted Regular Purchase Share Limit means, with respect to any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction from and after the date of this Agreement, the Regular Purchase Share Limit (as defined in Section 2(a) hereof) in effect on the applicable date of determination, after giving effect to the full proportionate adjustment thereto made pursuant to Section 2(a) hereof for or in respect of such reorganization, recapitalization, non-cash dividend, stock split or other similar transaction.

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

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

  • Additional Required Registration Amount means (I) any Cutback Shares not previously included on a Registration Statement, all subject to adjustment as provided in Section 2(f) or (II) such other amount as may be permitted by the staff of the SEC pursuant to Rule 415, without regard to any limitations on exercise of the Warrants.

  • Initial Stock Loan Rate means, in respect of a Share, the Initial Stock Loan Rate specified in relation to such Share in the applicable Pricing Supplement.

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

  • Maximum Potential Additional Dividend Liability, as of any Valuation Date, means the aggregate amount of Additional Dividends that would be due if the Corporation were to make Retroactive Taxable Allocations, with respect to any fiscal year, estimated based upon dividends paid and the amount of undistributed realized net capital gains and other taxable income earned by the Corporation, as of the end of the calendar month immediately preceding such Valuation Date and assuming such Additional Dividends are fully taxable.