Remaining Parent Shares definition

Remaining Parent Shares shall have the meaning set forth in the recitals to this Agreement.
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Remaining Parent Shares is defined in Section 2.2(f).
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Remaining Parent Shares means the number of Parent Shares equal to (a) the Total Parent Shares minus (b) the quotient obtained by dividing (i) the Closing Option Stock Consideration by (ii) the Parent Trading Price.
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Examples of Remaining Parent Shares in a sentence

  • The Parent Shares represent, and at the Closing, the Remaining Parent Shares will represent, all of the issued and outstanding shares of the capital stock of the Parent and are owned of record and beneficially by Dubbell, free and clear of any lien, charge or encumbrance.

  • In full consideration and exchange for the Remaining Parent Shares and the Company Minority Shares, the Buyer shall thereupon pay to the Sellers the Purchase Price in accordance with the provisions of Section 2.3 hereof.

  • Dubbell owns the Parent Shares and will own at and as of the Closing the Remaining Parent Shares, in each case free and clear of any lien, charge or encumbrance, and at and as of the Closing there shall be no issued and outstanding shares of capital stock of the Parent other than the Remaining Parent Shares.

  • The Sellers shall have performed, or caused the Parent and the Company to perform, all acts necessary to terminate and release all liens, security interests, charges, interests or other encumbrances on the Remaining Parent Shares and the Company Minority Shares and the assets of the Parent and the Company.

  • The Buyer is acquiring the Remaining Parent Shares and the Company Minority Shares solely for its own account for investment, and not with a view toward the resale, transfer or other distribution thereof.


More Definitions of Remaining Parent Shares

Remaining Parent Shares means the number of Parent Shares equal to the Stock Cap minus the total number of Parent Shares payable as Merger Consideration (without giving effect to the withdrawal of the Escrowed Consideration pursuant to Section 2.5) pursuant to Section 2.4(f)(2)(E).
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Related to Remaining Parent Shares

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

  • Parent Share Price means the average of the volume weighted averages of the trading prices of Parent Common Shares on NYSE (as reported by Bloomberg L.P. or, if not reported therein, in another authoritative source mutually selected by Parent and the Company in good faith) on each of the 20 consecutive trading days ending on (and including) the trading day that is two trading days prior to the Closing Date.

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

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

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

  • Merger Shares has the meaning set forth in Section 2.2(c).

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

  • Parent Shareholder Approval means the affirmative vote of the holders of a majority of the votes cast by holders of outstanding shares of Parent Stock on the proposal to approve the issuance of Parent Stock as provided in this Agreement at the Parent Special Meeting.

  • Closing Shares shall have the meaning ascribed to such term in Section 2.1(a)(i).

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

  • VMTP Shares has the meaning set forth in the preamble to this Agreement.

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

  • Per Share Merger Consideration has the meaning set forth in Section 3.1(a).

  • Company Shareholder means a holder of Company Shares.

  • Company Shareholders means holders of Company Shares.

  • Seller Shares means all shares of Common Stock of the Company owned as of the date hereof or hereafter acquired by a Common Holder, as adjusted for any stock splits, stock dividends, combinations, subdivisions, recapitalizations and the like.

  • Company Shareholder Approval has the meaning set forth in Section 4.03(d).

  • Co-op Shares Shares issued by private non-profit housing corporations.

  • Initial Merger Consideration has the meaning set forth in Section 2.2(a).

  • Parent Stock means the common stock, par value $0.01 per share, of Parent.

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

  • Parent Warrants has the meaning set forth in Section 5.3(a).

  • Coop Shares Shares issued by a Cooperative Corporation.

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

  • Parent Warrant means each Parent Private Warrant and Parent Public Warrant.

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