Share Issuances definition

Share Issuances means the issuance by Parent of Parent Common Shares in connection with the Mergers.
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Share Issuances shall have the meaning set forth in the Merger Agreement.
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Share Issuances the issuances of FVE Common Shares as contemplated by Section 2.2(2).
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Examples of Share Issuances in a sentence

  • The Board of Directors of Camber has determined that the Merger, on the terms and conditions set forth in this Agreement, is advisable and in the best interests of Camber and its stockholders, has adopted and approved this Agreement and the transactions contemplated hereby (including the Merger), and has directed that the Share Issuances (as defined below) be submitted to Camber’s stockholders for approval at a meeting of such stockholders and has adopted a resolution to the foregoing effect.

  • This Agreement shall have been adopted by the stockholders of Viking by the Requisite Viking Vote and the Share Issuances shall have been approved by the stockholders of Camber by the Requisite Camber Vote.

  • Upon further examination, however, and pursuant to the stringent standard for control just described, I find that the contractual restrictions levied on the Stockholder Defendants by the Amended Stockholders Agreement and Charter’s Certificate of Incorporation are sufficient to overcome any inference that Liberty Broadband was able to exercise actual control over Charter in relation to the Liberty Share Issuances and Voting Proxy Agreement.

  • Each of the Parent Companies and Sub has all requisite power and authority to enter into this Agreement and, subject to approval by the stockholders or shareholders, as applicable, of Parent and Trust of the respective Charter Amendments and Share Issuances, to consummate the transactions contemplated hereby.

  • The Board of Directors or Trustees, as the case may be, of each of the Parent Companies has resolved to recommend the approval by their respective stockholders or shareholders, as applicable, of the respective Charter Amendments and the respective issuance of Parent Common Stock and Trust Shares, in connection with the Merger as contemplated by this Agreement (the "Share Issuances").

  • The execution and delivery of this Agreement by the Parent Companies and Sub and the consummation by the Parent Companies and Sub of the transactions contemplated hereby have been duly authorized by all necessary action on the part of the Parent Companies and Sub, subject to approval by the stockholders or shareholders, as applicable, of Parent and Trust of the respective Charter Amendments and Share Issuances.

  • Clause 10CA: Payment due to variation in prices of materials after receipt of tender: Not applicable Clause 10CC: Payment due to increase/decrease in Prices/Wages: Not applicable Clause 10D: Dismantled Materials Govt.

  • The Director Defendants structured the vote on the Liberty Share Issuances and Voting Proxy Agreement such that failure to approve those transactions would cause the stockholders to lose the benefits of separate transactions, the Acquisitions.

  • Share Issuances In July 2013, the Company issued 10,000 common shares under the option agreement for the Collins Bay Extension project (see note 7(h)).

  • SHARE CAPITAL (continued)c) Share Issuances (continued) Each Warrant entitles the holder to acquire one share at a price of $0.15 per share for a period of 24 months following the date of issuance.


More Definitions of Share Issuances

Share Issuances has the meaning given to it in Section 4.1(c). “Shares” means common shares in the capital of the Optionee.‌
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Share Issuances has the meaning set out in Section 3.1(b).
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Related to Share Issuances

  • Share Issuance means the issuance of Parent Common Stock pursuant to the Merger.

  • Permitted Share Issue means an issue of:

  • Share Issuer means the issuer of the Share.

  • Maximum Common Stock Issuance shall have the meaning specified in Section 2(H).

  • Preferred Stock Issuance means the issuance or sale by any Company of any Preferred Stock after the Closing Date.

  • Stock Issuance means the issuance of unvested shares of Common Stock under the Company's Restricted Stock Plan or any other Equity Incentive Plan.

  • Additional Shares of Common Stock means all shares of Common Stock issued (or, pursuant to Subsection 4.4.3 below, deemed to be issued) by the Corporation after the Series B Original Issue Date, other than (1) the following shares of Common Stock and (2) shares of Common Stock deemed issued pursuant to the following Options and Convertible Securities (clauses (1) and (2), collectively, “Exempted Securities”):

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

  • Exempt Issuances has the meaning set forth in Section 6.

  • 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.

  • Additional Stock means any shares of Common Stock issued (or deemed to have been issued pursuant to subsection 4(d)(i)(E)) by this corporation on or after the Filing Date other than:

  • The market price per share of the Company s ordinary shares” means the trading value of the Company’s shares divided by the number of ordinary shares which have been traded on the SET during 15 consecutive Business Days (trading days of the SET) prior to the calculation date.

  • Excluded Stock and Stock Equivalents means (i) any Stock or Stock Equivalents with respect to which, in the reasonable judgment of the Collateral Agent (confirmed in writing by notice to the Borrower), the cost or other consequences (including any adverse tax consequences) of pledging such Stock or Stock Equivalents in favor of the Secured Parties under the Security Documents shall be excessive in view of the benefits to be obtained by the Lenders therefrom, (ii) solely in the case of any pledge of Stock and Stock Equivalents of any Foreign Subsidiary or any Domestic Subsidiary substantially all of the assets of which consist of Stock or Stock Equivalents of Foreign Subsidiaries to secure the Obligations, any Stock or Stock Equivalents of any class of such Foreign Subsidiary or such Domestic Subsidiary in excess of 65% of the outstanding Stock or Stock Equivalents of such class (such percentage to be adjusted upon any Change in Law as may be required to avoid adverse U.S. federal income tax consequences to the Borrower or any Subsidiary), (iii) any Stock or Stock Equivalents to the extent the pledge thereof would violate any applicable Requirement of Law, (iv) in the case of (A) any Stock or Stock Equivalents of any Subsidiary to the extent such Stock or Stock Equivalents are subject to a Lien permitted by Section 10.2(h) or (B) any Stock or Stock Equivalents of any Subsidiary that is not wholly-owned by the Borrower and its Subsidiaries at the time such Subsidiary becomes a Subsidiary, any Stock or Stock Equivalents of each such Subsidiary described in clause (A) or (B) to the extent (1) that a pledge thereof to secure the Obligations is prohibited by any applicable Contractual Requirement (other than customary non-assignment provisions which are ineffective under the Uniform Commercial Code or other applicable law), (2) any Contractual Requirement prohibits such a pledge without the consent of any other party; provided that this clause (2) shall not apply if (x) such other party is a Credit Party or wholly-owned Subsidiary or (y) consent has been obtained to consummate such pledge (it being understood that the foregoing shall not be deemed to obligate the Borrower or any Subsidiary to obtain any such consent) and for so long as such Contractual Requirement or replacement or renewal thereof is in effect, or (3) a pledge thereof to secure the Obligations would give any other party (other than a Credit Party or wholly-owned Subsidiary) to any contract, agreement, instrument or indenture governing such Stock or Stock Equivalents the right to terminate its obligations thereunder (other than customary non-assignment provisions which are ineffective under the Uniform Commercial Code or other applicable law) and (v) any Stock or Stock Equivalents of any Subsidiary to the extent that (A) the pledge of such Stock or Stock Equivalents would result in adverse tax consequences to the Borrower or any Subsidiary as reasonably determined by the Borrower and (B) such Stock or Stock Equivalents have been identified in writing to the Collateral Agent by an Authorized Officer of the Borrower.

  • Common Stock means the common stock of the Company, par value $0.001 per share, and any other class of securities into which such securities may hereafter be reclassified or changed.

  • Pubco Common Stock means all classes and series of common stock of Pubco, including the Class A Common Stock and Class B Common Stock.

  • Additional Shares of Common means all shares of Common Stock issued (or, pursuant to Section 3(e)(iii), deemed to be issued) by the Corporation after the Original Issue Date, other than shares of Common Stock issued or issuable:

  • Conversion Stock means shares of Common Stock issued upon conversion of the Preferred Stock.

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

  • Issuance means the date of mailing of a decision or order or date of delivery if service is by other means unless another date is specified in the order.

  • Preferred Stock Equivalents shall have the meaning set forth in Section 11(b) hereof.

  • Common Stock Equivalent means any Convertible Security or warrant, option or other right to subscribe for or purchase any Additional Shares of Common Stock or any Convertible Security.

  • Mandatorily Convertible Securities means any mandatorily convertible equity-linked securities issued by the Borrower or its Subsidiary, so long as the terms of such securities require no repayments or prepayments and no mandatory redemptions or repurchases, in each case prior to at least 91 days after the later of the termination of the Commitments and the repayment in full of the Revolving Credit Advances and all other amounts due under this Agreement.

  • Ordinary Shares means the ordinary shares, par value $0.0001 per share, of the Company.

  • Series Issuance Date means, with respect to any Series, the date on which the Notes of such Series are to be originally issued in accordance with Section 2.12 and the related Indenture Supplement.

  • Common Shares means the common shares in the capital of the Corporation;

  • Per Share Market Value means on any particular date (a) the last closing bid price per share of the Common Stock on such date on the OTC Bulletin Board or another registered national stock exchange on which the Common Stock is then listed, or if there is no such price on such date, then the closing bid price on such exchange or quotation system on the date nearest preceding such date, or (b) if the Common Stock is not listed then on the OTC Bulletin Board or any registered national stock exchange, the last closing bid price for a share of Common Stock in the over-the-counter market, as reported by the OTC Bulletin Board or in the National Quotation Bureau Incorporated or similar organization or agency succeeding to its functions of reporting prices) at the close of business on such date, or (c) if the Common Stock is not then reported by the OTC Bulletin Board or the National Quotation Bureau Incorporated (or similar organization or agency succeeding to its functions of reporting prices), then the average of the "Pink Sheet" quotes for the five (5) Trading Days preceding such date of determination, or (d) if the Common Stock is not then publicly traded the fair market value of a share of Common Stock as determined by an Independent Appraiser selected in good faith by the Majority Holders; provided, however, that the Issuer, after receipt of the determination by such Independent Appraiser, shall have the right to select an additional Independent Appraiser, in which case, the fair market value shall be equal to the average of the determinations by each such Independent Appraiser; and provided, further that all determinations of the Per Share Market Value shall be appropriately adjusted for any stock dividends, stock splits or other similar transactions during such period. The determination of fair market value by an Independent Appraiser shall be based upon the fair market value of the Issuer determined on a going concern basis as between a willing buyer and a willing seller and taking into account all relevant factors determinative of value, and shall be final and binding on all parties. In determining the fair market value of any shares of Common Stock, no consideration shall be given to any restrictions on transfer of the Common Stock imposed by agreement or by federal or state securities laws, or to the existence or absence of, or any limitations on, voting rights.