Seaside Consideration Shares definition

Seaside Consideration Shares shall have the meaning in Section 2.1(c) hereof.
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Examples of Seaside Consideration Shares in a sentence

  • The Seaside Consideration Shares shall be subject to the "Downside Price Protection" provided in Section 2 of the Escrow Agreement.

  • Seaside shall register the Seaside Consideration Shares for trading on the London Stock Exchange PLC by September 30, 2004.

  • The Seaside Consideration Shares are being issued pursuant to section 4(2) of the Securities Act.

  • Commencing with the month during which Seaside Shares are accepted for trading on the London Stock Exchange PLC, and during each calendar month thereafter, Target Company may shall its shares of Seaside Consideration Shares at a monthly rate that is no greater than ten percent (10%) of the total of the Seaside Consideration Shares (the "Sales Allowance").

  • At Closing, the parties shall deposit into escrow (i) the Seaside Consideration Shares, (ii) the Consideration Stock and (iii) the stock power executed by Seaside.

  • Seaside shall assist the Target Company in setting up and maintaining a trading account at a registered broker in the United Kingdom to facilitate the sale of the Seaside Consideration Shares.

  • The Escrow Agent shall hold the Seaside Consideration Shares and the Consideration Stock in escrow when delivered.

  • Simultaneously with the execution of this Agreement, Seaside and the Target Company entered into a Stock Purchase Agreement (the "Stock Purchase Agreement"), dated as of the date hereof and incorporated herein by reference, pursuant to which the Target Company has agreed to issue to Seaside the Consideration Stock in exchange for the Seaside Consideration Shares.

  • The deposit of the Seaside Consideration Shares, at the election of Seaside, may be made as (i) a certificate in the name of IVCM or a provisional letter of allotment for a trading account in the name of the Escrow Agent representing the Seaside Escrow Shares and (ii) a certificate in the name of IVCM or a provisional letter of allotment for a trading account in the name of the Escrow Agent (to be held for the benefit of IVCM) representing the balance of the Seaside Consideration Shares.

  • Simultaneously with the execution of this Agreement, Seaside and IVCM entered into a Stock Purchase Agreement (the "Stock Purchase Agreement"), dated as of the date hereof and incorporated herein by reference, pursuant to which IVCM has agreed to issue to Seaside the Consideration Stock in exchange for the Seaside Consideration Shares.

Related to Seaside Consideration Shares

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

  • Closing Stock Consideration means a number of shares of Parent Common Stock equal to (a) the Stock Consideration, minus (b) any shares of Parent Common Stock used to fund the SC Escrow Amount.

  • Per Share Stock Consideration has the meaning set forth in Section 3.01(a)(i).

  • Stock Consideration has the meaning set forth in Section 2.01(c).

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

  • 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.

  • Aggregate Stock Consideration has the meaning set forth in Section 3.01(b)(iii).

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

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

  • Common Stock Consideration has the meaning set forth in Section 1.6(b).

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

  • Per Share Consideration means (i) if the consideration paid to holders of the Common Stock consists exclusively of cash, the amount of such cash per share of Common Stock, and (ii) in all other cases, the volume weighted average price of the Common Stock as reported during the ten (10) trading day period ending on the trading day prior to the effective date of the applicable event. If any reclassification or reorganization also results in a change in shares of Common Stock covered by subsection 4.1.1, then such adjustment shall be made pursuant to subsection 4.1.1 or Sections 4.2, 4.3 and this Section 4.4. The provisions of this Section 4.4 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers. In no event will the Warrant Price be reduced to less than the par value per share issuable upon exercise of the Warrant.

  • Purchaser Preferred Stock means the shares of preferred stock, par value $0.0001 per share, of the Purchaser.

  • Share Consideration has the meaning given to it in Section 2.2;

  • Exchangeable Share Consideration has the meaning provided in the Exchangeable Share Provisions.

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

  • Purchased Shares has the meaning set forth in Section 2.01.

  • Sale Consideration means the value of the H-1 Bid and accepted and approved by BSNL for the Said Land Parcel in its Acceptance Letter.

  • Sold Shares shall have the meaning specified in Section 6.

  • Purchase Consideration means the aggregate net cash proceeds received by the Company or Specialty Foods Corporation ("SFC") (after deducting all fees and expenses incurred by the Company, SFC and/or their respective affiliates in connection with the Sale). By way of example, if the Purchase Consideration equaled $100,000,000, your Sale Bonus would be $100,000.00. The Sale Bonus shall be paid to you within three (3) months of the completion of the Sale.

  • Purchased Stock means a right to purchase Common Stock granted pursuant to Article IV of the Plan.

  • Buyer Stock means the common stock, par value $0.001 per share, of Buyer.

  • Purchaser Warrants means Purchaser Private Warrants and Purchaser Public Warrants, collectively.

  • Acquired Shares has the meaning set forth in the Recitals.

  • Closing Consideration shall have the meaning set forth in Section 2.1(b).

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