TOG Stock definition

TOG Stock the common shares of TOG issued to SELLERS in accordance with Section 2.4(b)(ii).
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TOG Stock prior to an IPO, TOG’s Class A Preferred or its equivalent and subsequent to an IPO, the common shares of TOG.
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TOG Stock prior to an IPO, Series G preferred shares of TOG or its equivalent and subsequent to an IPO, the common shares of TOG.
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Examples of TOG Stock in a sentence

  • The aggregate purchase price for the Shares is Thirty Million Four Hundred Thirty-Three Thousand Three Hundred Thirty-Two and no/ 100 Dollars ($30,433,332.00) (the “Purchase Price”), $26,433,332.00 of which shall be payable in cash (the “Cash Purchase Price”) and $4,000,000.00 of which shall be payable in TOG Stock, each of which shall be due and payable as set forth in Section 2.4(b) below and subject to adjustment pursuant to this Section 2.2 and to Section 5.11 below.

  • The shares of TOG Stock when issued and delivered to SELLERS at the Closing will be duly authorized, validly issued, fully paid and non-assessable and, subject to compliance with SELLERS‘ representations contained in Section 3.29 of this Agreement, will be issued in compliance with all applicable Legal Requirements.

  • The IPO shall have closed and TOG shall have received from the underwriters the net proceeds for the IPO shares of TOG Stock.

  • The shares of TOG Stock when issued and delivered to Sellers at the Closing will be duly authorized, validly issued, fully paid and non-assessable and, subject to compliance with Sellers’ representations contained in Section 3A.4. of this Agreement, will be issued in compliance with all applicable Legal Requirements.

  • The aggregate purchase price for the Shares is Thirty Million Four Hundred Thirty-Three Thousand Three Hundred Thirty-Two Dollars ($30,433,332) (the “Purchase Price”), $26,433,332 of which shall be payable in cash (the “Cash Purchase Price”) and $4,000,000 of which shall be payable in TOG Stock, each of which shall be due and payable as set forth in Section 2.4(b) below and subject to adjustment pursuant to this Section 2.2 and to Section 5.11 below.

  • In the event that Seller has not provided to Buyer written notice of such allocation for an Earn-Out Payment by December 31 of the related year, the allocation shall automatically be thirty percent (30%) to TOG Stock and seventy percent (70%) cash.

  • Notwithstanding anything contained in this subparagraph (a), appropriate adjustments in the mixture of cash consideration and TOG Stock shall be made such that only whole numbers of shares of TOG Stock shall be issued to Shareholder.

  • In such event Shareholder shall turn in his TOG Stock certificates and be re-issued a new TOG Stock certificates reflecting the appropriate number of shares.

  • Each annual Earn-Out Payment shall be allocated between TOG Stock and cash as determined by Seller by written notice to Buyer no later than December 31 of the year for which such payment relates; provided, however, that Seller shall allocate at least thirty percent (30%) of each Earn-Out Payment to TOG Stock.

  • The number of shares of TOG Stock issued on each Payment Date shall be determined by dividing (i) the dollar value of the Earn-Out Payment allocated to TOG Stock pursuant to this Section 2.2(b) by (ii) the Market Value of TOG Stock per share as of December 31 of the calendar year to which the Earn-Out Payment relates.

Related to TOG Stock

  • 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.

  • Newco Stock means the common stock, par value $.01 per share, of Newco.

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

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

  • A Ordinary Shares means the ‘A’ ordinary shares of £1.00 each in the capital of the Company;

  • Designated Preferred Stock means Preferred Stock of the Company or any direct or indirect parent of the Company, as applicable (other than Disqualified Stock), that is issued for cash (other than to the Company or any of its Subsidiaries or an employee stock ownership plan or trust established by the Company or any of its Subsidiaries) and is so designated as Designated Preferred Stock, pursuant to an Officers’ Certificate, on the issuance date thereof.

  • Shares means the shares of Common Stock issued or issuable to each Purchaser pursuant to this Agreement.

  • New Ordinary Shares means the new Ordinary Shares arising on Conversion of the C Shares;

  • Equity Stock means all classes or series of capital stock of the Company authorized under the Charter, including, without limit, its common stock, $.001 par value per share, and preferred stock, $.001 par value per share.

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

  • Qualified Preferred Stock means any preferred capital stock of Holdings so long as the terms of any such preferred capital stock (x) do not contain any mandatory put, redemption, repayment, sinking fund or other similar provision prior to the 91st day after the Latest Maturity Date as of the date such Qualified Preferred Stock was issued other than (i) provisions requiring payment solely (or with provisions permitting Holdings, to opt to make payment solely) in the form of common Equity Interests, Qualified Preferred Stock of Holdings or cash in lieu of fractional shares, as applicable, or any Equity Interests of any direct or indirect Parent Company of Holdings, (ii) provisions requiring payment solely as a result of a change of control or asset sale, so long as any rights of the holders thereof upon the occurrence of a change of control or asset sale are subject to the payment in full of all Obligations in cash (other than unasserted contingent indemnification obligations) or such payment is otherwise permitted by this Agreement (including as a result of a waiver or amendment hereunder) and (iii) with respect to preferred capital stock issued to any plan for the benefit of employees of Holdings or its Subsidiaries or by any such plan to such employees, provisions requiring the repurchase thereof in order to satisfy applicable statutory or regulatory obligations and (y) give Holdings the option to elect to pay such dividends or distributions on a non-cash basis or otherwise do not require the cash payment of dividends or distributions at any time that such cash payment is not permitted under this Agreement or would result in an Event of Default hereunder.

  • Series E Preferred Stock means shares of the Company’s Series E Preferred Stock, par value $0.0001 per share.

  • Senior Preferred Stock means the Series A Preferred Stock and the Series B Preferred Stock.

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

  • Junior Preferred Stock means ML & Co.'s Series A Junior Preferred Stock, par value $1.00 per share.

  • Newco Common Stock means the common stock, par value $.01 per share, of Newco.

  • Series E Preferred Shares means the Series E Preferred Shares of the Company, par value US$0.0001 per share, with the rights and privileges as set forth in the Memorandum and Articles.

  • Ordinary Share Equivalents means any securities of the Company or the Subsidiaries which would entitle the holder thereof to acquire at any time Ordinary Shares or ADSs, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Ordinary Shares or ADSs.

  • Class B Ordinary Shares shall have the meaning ascribed to it in Section 2.4(a).

  • Fully Diluted Shares means, at any time of determination, the number of shares of common stock of the applicable entity outstanding at such time, plus the number of shares of issuable upon exercise or conversion or otherwise pursuant to any in-the-money common stock equivalents of such entity outstanding at such time.

  • New Preferred Stock means the Convertible Series A Preferred Stock and the Series B Preferred Stock.

  • Company Stock means, collectively, the Company Common Stock and the Company Preferred Stock.

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

  • Class A Stock means the Company's Class A Common Stock, par value $0.01 per share.

  • Coop Shares Shares issued by a Cooperative Corporation.

  • voting equity securities means equity securities having voting power for the election of directors, whether at all times or only so long as no senior class of security has such voting power by reason of any contingency.