Relevant Share Number definition

Relevant Share Number. The Number of Shares or, in the context of any partial settlement to be effected on any Optional Termination Date, the number of Shares specified or deemed specified by Party B in its notice given pursuant to the Notice provision set out below.
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Relevant Share Number means a number of shares of USPowerGenCo Common Stock equal to the sum of (i) the number of shares of USPowerGenCo Common Stock issued or issuable to New Astoria pursuant to Section 1.3(b), plus (ii) the number of shares of USPowerGenCo Common Stock issued or issuable to holders of EBG Units pursuant to Section 1.3(a), plus (iii) the number of shares of USPowerGenCo Common Stock issued or issuable upon exercise of the Converted Warrants, plus (iv) the number of shares of Class B Common Stock (if any) which USPowerGenCo is obligated to issue pursuant to this Section 1.8, minus (v) the number of shares of Class B Common Stock (if any) that New Astoria is obligated to deliver for cancellation pursuant to this Section 1.8. For purposes of the foregoing, USPowerGenCo shall at all times keep in its authorized and issued shares of Class B Common Stock, and New Astoria shall keep free and clear of liens (other than liens under the Certificate of Incorporation and liens on transfer under securities laws), a sufficient number of shares of Class B Common Stock to satisfy its obligations hereunder. For all purposes hereof (including USPowerGenCo’s and New Astoria’s obligations pursuant to the immediately foregoing sentence), the type and number of shares otherwise issuable or deliverable under this Section 1.8 shall be equitably adjusted for any split, combination, dividend, reorganization, recapitalization, merger, consolidation or similar transaction affecting the Class B Common Stock after the Closing and prior to satisfaction of USPowerGenCo’s and New Astoria’s obligations hereunder. Furthermore, in the event any regulatory filing or other governmental filing is required in connection with the issuance of Class B Common Stock hereunder, USPowerGenCo shall, and shall cause its Subsidiaries to, and New Astoria shall, cooperate in such filing, and USPowerGenCo shall bear all fees and expenses related to such filing. USPowerGenCo shall take all such action such that, upon issuance, all shares of Class B Common Stock issued pursuant to this Section 1.8 shall be duly authorized, fully paid and nonassessable. In connection with any delivery for cancellation by New Astoria pursuant to this Section 1.8, New Astoria shall be required to represent only that such shares are owned by New Astoria free and clear of liens (other than liens under the Certificate of Incorporation and liens on transfer under securities laws). If the certificate representing the USPowerGenCo Common S...
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Examples of Relevant Share Number in a sentence

  • It is the intention of the parties that, as of the Effective Time, the aggregate number of shares of Class A Common Stock to be issued to the holders of EBG Units pursuant to Section 1.3(a) and issuable to holders of Converted Warrants represents the EBG Percentage multiplied by the Relevant Share Number and that the aggregate number of shares of Class B Common Stock to be issued to New Astoria pursuant to Section 1.3(b) represents the New Astoria Percentage multiplied by the Relevant Share Number.

Related to Relevant Share Number

  • Warrant Share Number means at any time the aggregate number of shares of Warrant Stock which may at such time be purchased upon exercise of this Warrant, after giving effect to all prior adjustments and increases to such number made or required to be made under the terms hereof.

  • Fully Diluted Share Number means the aggregate sum of: (i) the number of shares of Company Common Stock issued and outstanding immediately prior to the Effective Time; (ii) the number of shares of Company Common Stock issuable upon the voluntary conversion of all of the shares of Company Preferred Stock issued and outstanding immediately prior to the Effective Time into Company Common Stock and (iii) the number of shares of Company Common Stock issuable upon exercise of all Stock Options.

  • Warrant Share Delivery Date shall have the meaning set forth in Section 2(d)(i).

  • Applicable Number means a number (rounded up to the nearest whole number) equal to the product of (i) the quotient determined by dividing (A) the aggregate number of shares owned by Blackstone to be included in the contemplated Transfer by (B) the aggregate number of shares owned by Blackstone immediately prior to the contemplated Transfer and (ii) the total number of Executive Shares.

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

  • Conversion Share means any share of Common Stock issued or issuable upon conversion of any Note.

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

  • Charge Number means the CCS signaling parameter that refers to the number transmitted through the network identifying the billing number of the calling Party.

  • Warrant Share means the Common Shares issuable upon the exercise of the Warrants.

  • Reference Number means ninety-eight million, one-hundred eighty-one thousand, eight hundred eighteen (98,181,818) shares of DHI Common Stock (as adjusted for any stock split, stock dividend, reverse stock split or similar event occurring after the Merger).

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

  • Warrant Price as used in this Agreement shall mean the price per share at which shares of Common Stock may be purchased at the time a Warrant is exercised. The Company in its sole discretion may lower the Warrant Price at any time prior to the Expiration Date (as defined below) for a period of not less than twenty (20) Business Days, provided, that the Company shall provide at least twenty (20) days prior written notice of such reduction to Registered Holders of the Warrants and, provided further that any such reduction shall be identical among all of the Warrants.

  • Relevant Shares means ordinary share capital of the Approved Entity that constitutes equity share capital or the equivalent (or depositary or other receipts representing the same) which is listed and admitted to trading on a Regulated Market.

  • Exchange Price means as of any date, $1,000, divided by the Exchange Rate as of such date.

  • Warrant Exercise Price means $0.01 per share.

  • Current Warrant Price means, in respect of a share of Common Stock at any date herein specified, the price at which a share of Common Stock may be purchased pursuant to this Warrant on such date.

  • Dilutive Issuance Notice shall have the meaning set forth in Section 5(b).

  • Common Share Price means the volume weighted average closing price of the Common Stock (as reported by the Primary Exchange on which the Common Stock is then traded) for the ten (10) trading days immediately preceding the date on which the determination is made (or, if such price is not available, as determined in good faith by the Board of Directors).

  • Conversion Ratio means the ratio (expressed as the number of Shares to which one Warrant relates) specified by the Issuer, subject to adjustments in accordance with these Conditions.

  • Per Share Purchase Price equals $1.00, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the date of this Agreement.

  • Additional Shares shall have the meaning specified in Section 14.03(a).

  • Company Conversion Price means, as of any date of determination, the price which shall be the lower of (i) the applicable Conversion Price and (ii) that price computed as 90% of the arithmetic average of the Weighted Average Price of the Common Stock on each of the ten (10) consecutive Trading Days ending on the Trading Day immediately preceding the applicable Company Redemption Date (each a “Company Conversion Measuring Period”). All such determinations to be appropriately adjusted for any stock split, stock dividend, stock combination or other similar transaction that proportionately decreases or increases the Common Stock during such Company Conversion Measuring Period.

  • Exercise Price means the initial exercise price or the adjusted exercise price, depending on the context.

  • Requisite Number means 500, and

  • Conversion Price means as of any time, $1,000, divided by the Conversion Rate as of such time.

  • Conversion Rate shall have the meaning specified in Section 14.01(a).