Standby Purchaser Rights Offering Shares definition

Standby Purchaser Rights Offering Shares means the Common Shares issuable to the Standby Purchaser pursuant to the exercise of the Basic Subscription Right and the Additional Subscription Privilege;
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Examples of Standby Purchaser Rights Offering Shares in a sentence

  • The Standby Purchaser represents and warrants to and with ITP that it is acquiring the Standby Purchaser Rights Offering Shares and the Standby Purchaser Shares either as principal, for its own account, or as agent for a Managed Account, and, in either case, for investment only and not with a view to the sale or distribution thereof.

  • Each of the Standby Purchasers represents and warrants to and with ITP that such Standby Purchaser is acquiring the Standby Purchaser Rights Offering Shares and the Standby Purchaser Shares as principal for its own account and for investment only and not with a view to the sale or distribution thereof.

  • Ceres shall prepare and file with the SEC, on the same date that it files the Final Prospectus with the Canadian Securities Commissions, a EXECUTION VERSION registration statement on Form F-7 covering the registration under the 1933 Act of the Common Shares issuable upon the exercise of the Rights (excluding, for greater certainty, privately placed Standby Purchaser Rights Offering Shares and Standby Purchaser Shares pursuant to this Agreement).

  • For greater certainty, no reallocation pursuant to this Section 2.2(c) shall be made to the extent that it would result in either (i) a Standby Purchaser subscribing for Standby Shares in excess of its Standby Share Cap or Standby Purchaser Rights Offering Shares and Standby Shares in excess of its Subscription Commitment or (ii) a reduction in the total number Standby Shares subscribed for by the Standby Purchasers.

  • Each Standby Purchaser shall exercise, or shall direct its Affiliates to exercise, its Basic Subscription Right, in full, and subscribe for all of the Standby Purchaser Rights Offering Shares to which it is entitled to subscribe under its Basic Subscription Right, not less than five (5) Business Days prior to the Expiry Date.

  • Maudore shall prepare and file with the SEC a registration statement on Form F-7 covering the registration under the 1933 Act of the Common Shares issuable upon the exercise of the Rights (excluding, for greater certainty, privately placed Standby Purchaser Rights Offering Shares and Standby Purchaser Shares pursuant to this Agreement).

  • For greater certainty, no Standby Purchaser shall be required to subscribe for Standby Purchaser Rights Offering Shares and Standby Shares in excess of his Subscription Commitment.

Related to Standby Purchaser Rights Offering Shares

  • Rights Offering Shares means, collectively, the shares of New Common Stock issued in the Rights Offering.

  • Offering Shares means the shares of Common Stock issued to the Purchasers pursuant to the Subscription Agreements, and any shares of Common Stock issued or issuable with respect to such shares upon any stock split, dividend or other distribution, recapitalization or similar event with respect to the foregoing.

  • Unsubscribed Shares means the Rights Offering Shares that have not been duly purchased by the Rights Offering Participants in accordance with the Rights Offering Procedures and the Plan.

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

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

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

  • Conversion Shares Registration Statement means a registration statement that registers the resale of all Conversion Shares of the Holders, who shall be named as “selling stockholders” therein and meets the requirements of the Registration Rights Agreement.

  • Underlying Shares Registration Statement means a registration statement meeting the requirements set forth in the Registration Rights Agreement, covering among other things the resale of the Underlying Shares and naming the Holder as a "selling stockholder" thereunder.

  • Initial Shares means all of the outstanding shares of Common Stock issued prior to the consummation of the Company’s initial public offering.

  • Offered Shares has the meaning set forth in Section 3.02(a).

  • Subscribed Shares means, as of any date of determination, the Subscribed Shares (as defined in the recitals to this Subscription Agreement) and any other equity security issued or issuable with respect to the Subscribed Shares by way of stock split, dividend, distribution, recapitalization, merger, exchange, or replacement, and (ii) “Subscriber” shall include any person to which the rights under this Section 5 shall have been duly assigned.

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

  • Subscription Shares has the meaning ascribed to it in Section 2.1.

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

  • Forward Purchase Shares shall have the meaning given in the Recitals hereto.

  • Rights Offering has the meaning set forth in Section 4.1(b);

  • Investor Warrants has the meaning given it in the recitals of this Agreement.

  • Subscriber Shares means the Shares which the subscribers to the Instrument of the ICAV agree to subscribe for as more particularly hereinafter set forth after their names.

  • Purchase Shares has the meaning set forth in Section 2.1.

  • Selling Shareholder has the meaning set forth in Section 3.04(a).

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

  • Selling Stockholder means any Stockholder owning Registrable Shares included in a Registration Statement.

  • Additional Purchased Securities Securities provided by Seller to Buyer pursuant to Paragraph 4(a) hereof;

  • Selling Shareholders sections in substantially the form attached hereto as Exhibit B. The Company shall use its reasonable best efforts to have the Initial Registration Statement declared effective by the SEC as soon as practicable, but in no event later than the Initial Effectiveness Deadline. By 9:30 a.m. New York time on the Business Day following the Initial Effective Date, the Company shall file with the SEC in accordance with Rule 424 under the 1933 Act the final prospectus to be used in connection with sales pursuant to such Initial Registration Statement.

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

  • SPAC Warrants means the SPAC Public Warrants and the SPAC Private Placement Warrants.