Remaining Available Shares definition

Remaining Available Shares has the meaning set forth in Section 2.3(b).
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Remaining Available Shares means that number of shares of Parent Common equal to 13,531,138 less (i) shares of Parent Common issued as part of the Closing Merger Consideration (the shares of Parent Common issued as the Closing Aggregate Share Number (but excluding for this purpose the effects of the Cash Shortfall, if any)), (ii) shares of Parent Common issued as part of the First Additional Payment and the Second Additional Payment into the Earn Out Escrow or the Escrow Fund, as applicable, (iii) shares of Parent Common issued pursuant to the BCC Restructuring Agreement and (iv) shares of Parent Common previously issued pursuant to the Third Earn Out Amount, Fourth Earn Out Amount and Fifth Earn Out Amount (the “Future Earn Out Amounts”) (if the Third Earn Out Amount, Fourth Earn Out Amount or Fifth Earn Out Amount have not been earned prior to the date of this calculation, thenfor the purposes of this calculation only, zero (0) shares of Parent Common shall be assumed to be issuable for such Earn Out Amounts). In the event the foregoing provisions of this Section 2.11(j) require a reduction in the number of shares of Parent Common that are issuable hereunder, the amount of cash otherwise payable under the terms of this Agreement in connection with the payment of such shares of Parent Common so required to be reduced shall also be reduced to the extent necessary, if at all, such that, on a cumulative basis through the time of such reduction, no more than 19.9% of the total aggregate Merger consideration shall have consisted of cash (and, for purposes of calculating whether the 19.9% ceiling on cash has been reached, (i) the Average Closing Price shall be used to determine the value of Parent Common included in the Closing Aggregate Share Number, the First Additional Payment or the Second Additional Payment, (ii) only the portion of Parent Common or cash actually paid to the LLC as part of a Future Earn Out Amount and that is not treated as original issue discount within the meaning of Section 1274 of the Code shall be taken into account and the Average Closing Price shall be used to determine the value of such Parent Common, (iii) the Closing Cash Consideration and cash deposited into the Escrow Fund or Earn Out Escrow, as applicable, shall be taken into account, (iv) shares of Parent Common and cash that otherwise would have been included in an Earn Out Amount but instead is retained by Parent shall not be taken into account, (v) earnings on any cash or property (including dividen...
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Remaining Available Shares means the difference obtained by subtracting the Total Series D Parent Share Number from the Total Parent Share Number.
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Examples of Remaining Available Shares in a sentence

  • For the avoidance of doubt, Xxxxxx used to satisfy tax withholding obligations shall not again be considered Remaining Available Shares.

  • If any Award is settled in cash, the Shares subject to such Award that are not delivered shall again be considered Remaining Available Shares for purposes of the Plan to the extent (and in the amount) that the number of Remaining Available Shares was previously reduced as a result of the grant of such Award.

  • Accordingly, for each individual Future Earn Out Milestone, the Earn Out Share Number shall be the lesser of (i) the quotient obtained by dividing (A) the dollar value associated with such Future Earn Out Milestone as set forth on Schedule 2.11 required to be paid in shares of Parent Common by (B) the Earn Out Average Closing Price and (ii) the Remaining Available Shares (as defined below) of Parent Common.

  • The Re-Offer Notice shall specify the number of Offered Shares which the Company shall have declined to purchase (the "Remaining Available Shares") and shall be accompanied by a copy of the Notice of Exercise, if any.

  • Finally Section 4 summarises the main policy measures and available data types and sources across the different public good case studies and discusses the scope of the selected case study areas to address the main evaluation challenges identified during the reviews and first stakeholder consultation carried out in the first phase of the ENVIEVAL project.

  • If the Preferred Investor does not agree to purchase all the Remaining Available Shares, then the Selling Shareholder shall make an offer, for a period of ten (10) days following the expiration of the Preferred Investor's ten (10) day option of the shares not purchased, to other Shareholder Group(s) to whom the shares were not previously offered.

  • If for any reason ValueAct Capital, Centerbridge or their designated Affiliate(s) do not elect to repurchase all of the Securities pursuant to the Repurchase Option, then the Company shall be entitled to exercise the Repurchase Option in the manner set forth in Section 4.4 to purchase all of the Securities not purchased by ValueAct Capital, Centerbridge or their designated Affiliate(s) (the "Remaining Available Shares").

  • The Preferred Investor shall then have ten (10) days (after which the right and option to purchase the Available Shares will expire unless extended to the next succeeding Business Day as provided below) to purchase all or a portion of the Remaining Available Shares for a cash purchase price per share equal to the Sale Price and upon terms and conditions no less favorable to the Selling Shareholder than the Terms.

  • Any Remaining Available Shares not subscribed for pursuant to the prior sentence by the Non-Terminating Management Stockholders shall be deemed to be re-offered to and accepted by the Non-Terminating Management Stockholders exercising their rights to purchase Remaining Available Shares with respect to the lesser of (A) the amount specified in their respective Available Shares Election Notices and (B) an amount equal to their respective Proportionate Percentages with respect to such deemed offer.

  • If the Company does not agree to purchase all of the Remaining Available Shares, then the Selling Shareholder shall make an offer, for a period of ten (10) days following the expiration of the Company's fifteen-day option period, of the shares not purchased to the Preferred Investor.


More Definitions of Remaining Available Shares

Remaining Available Shares has the meaning set forth in paragraph 3(c)(iii).
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Related to Remaining Available Shares

  • Other Available Shares means, as of any date, the sum of:

  • Available Shares means the sum of (i) one hundred fifty thousand (150,000) shares of Common Stock, and (ii) an annual increase on April 1st of each calendar year, beginning in 2022 and ending in 2031 (each a “Date of Determination”), in each case subject to the approval and determination of the Administrator on or prior to the applicable Date of Determination, equal to the lesser of (A) four percent (4%) of the total shares of Common Stock of the Company outstanding on the last day of the immediately preceding fiscal year and (B) such smaller number of shares as determined by the Administrator (the “Share Limit”). Notwithstanding the foregoing, shares added to the Available Shares by the Share Limit are available for issuance as Incentive Stock Options only to the extent that making such shares available for issuance as Incentive Stock Options would not cause any Incentive Stock Option to cease to qualify as such. In the event that the Administrator shall not take action to affirmatively approve an increase in the Share Limit on or prior to the applicable Date of Determination, the Share Limit and Available Shares, shall remain at such level as they were prior to such applicable Date of Determination. For clarity, the Available Shares is a limitation on the number of shares of Common Stock that may be issued pursuant to the Plan.

  • Maximum Available Commitment means, subject to the proviso contained in the third sentence of Section 2.02(a), at any time of determination, (a) the Maximum Commitment at such time less (b) the aggregate amount of each Interest Advance outstanding at such time; provided that following a Provider Advance or a Final Advance, the Maximum Available Commitment shall be zero.

  • Total Available Funds shall have the meaning set forth in Section 5.7(a).

  • Maximum Available Amount means, on any date of determination, an amount equal to the lesser of:

  • Maximum Available Minutes is the sum of all Deployment Minutes across all Queues and Topics deployed by Customer in a given Azure subscription during a billing month.

  • Remaining Shares has the meaning set forth in Section 4.1.2.

  • Total Available Amount With respect to any Distribution Date, the sum of the Available Interest and the Available Principal for such Distribution Date and the amount of all cash or other immediately available funds on deposit in the Reserve Account immediately prior to such Distribution Date.

  • Best available science means current scientific information used in the process to designate, protect, or restore critical areas, that is derived from a valid scientific process as defined by WAC 365-195-900 through 365-195-925.

  • Class B Available Funds means, with respect to any Monthly Period, an amount equal to the sum of (a) the Class B Floating Percentage of the Reallocated Investor Finance Charge Collections and (b) if such Monthly Period relates to a Distribution Date with respect to the Controlled Accumulation Period, the Class B Floating Percentage of the Principal Funding Account Investment Proceeds, if any, with respect to such Distribution Date.

  • Broken Amount means, in respect of any Interest Payment Date, the amount specified in the relevant Final Terms.

  • Applicable Share Limit means a number of Shares equal to (A) the minimum number of Shares that could give rise to reporting or registration obligations or other requirements (including obtaining prior approval from any person or entity) of a Dealer Person, or could result in an adverse effect on a Dealer Person, under any Applicable Restriction, as determined by Dealer in its reasonable discretion, minus (B) 1% of the number of Shares outstanding.

  • REMIC I Available Distribution Amount For each Loan Group for any Distribution Date, the sum of the following amounts with respect to the Mortgage Loans in such Loan Group:

  • Net Available Cash from an Asset Disposition means cash payments received (including any cash payments received by way of deferred payment of principal pursuant to a note or installment receivable or otherwise and net proceeds from the sale or other disposition of any securities received as consideration, but only as and when received, but excluding any other consideration received in the form of assumption by the acquiring person of Indebtedness or other obligations relating to the properties or assets that are the subject of such Asset Disposition or received in any other non-cash form) therefrom, in each case net of:

  • Incremental Available Transfer Capability Revenue Rights means the rights to revenues that are derived from incremental Available Transfer Capability created by the addition of Merchant Transmission Facilities or of one of more Customer-Funded Upgrades.

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

  • Available Equity Amount means a cumulative amount equal to (without duplication):

  • Daily Maximum Cash Amount means, with respect to the conversion of any Note, the quotient obtained by dividing (A) the Specified Dollar Amount applicable to such conversion by (B) forty (40).

  • Available Commitments shall refer to the aggregate of the Lenders’ Available Commitments hereunder.

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

  • Available Securities means the securities of the Funds that are available for Loans pursuant to Section 3.

  • Available RP Capacity Amount means (i) the amount of Restricted Payments that may be made at the time of determination pursuant to Sections 7.06(d), (g), (h) and (l) minus (ii) the sum of the amount of the Available RP Capacity Amount utilized by the Borrower or any Restricted Subsidiary to (A) make Restricted Payments in reliance on Sections 7.06 (g), (h) or (l), (B) incur Liens pursuant to Section 7.01(bb), (C) make Investments pursuant to Section 7.02(n), (D) incur Indebtedness pursuant to Section 7.03(y) and (E) make prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings prior to their scheduled maturity utilizing the Available RP Capacity Amount pursuant to Section 7.13 plus (iii) the aggregate principal amount of Indebtedness prepaid prior to or substantially concurrently at such time, solely to the extent such Indebtedness (A) was secured by Liens pursuant to Section 7.01(bb) or (B) was incurred pursuant to Section 7.03(y) and not secured pursuant to Section 7.01(bb) (it being understood that the amount under this clause (iii) shall only be available for use under Sections 7.01(bb) and/or 7.03(y), as applicable).

  • 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.

  • Available Commitment means a Lender’s Commitment minus:

  • Minimum Cash Amount shall have the meaning set forth in Section 6.2(iv).

  • REMIC II Available Distribution Amount For any Distribution Date, the amount distributed from REMIC I to REMIC II on such Distribution Date in respect of the REMIC I Regular Interests.