Undersubscription Notice means written notice from an Investor notifying the Company and the selling Key Holder that such Investor intends to exercise its option to purchase all or any portion of the Transfer Stock not purchased pursuant to the Right of First Refusal or the Secondary Refusal Right.
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.
Subscription Shares has the meaning ascribed to it in Section 2.1.
Rights Offering Shares means the shares of New Common Stock (including all Unsubscribed Shares purchased by the Commitment Parties pursuant to this Agreement) distributed pursuant to and in accordance with the Rights Offering Procedures.
Remaining Shares has the meaning set forth in Section 4.1.2.
Offering Shares means the shares of Common Stock included in the Units issued pursuant to this Agreement and Investor Warrant Shares.
Available Shares means the sum of (i) one hundred fifty thousand (150,000) shares of Common Stock, and (ii) an annual increase on April 1st of each calendar year, beginning in 2022 and ending in 2031 (each a “Date of Determination”), in each case subject to the approval and determination of the Administrator on or prior to the applicable Date of Determination, equal to the lesser of (A) four percent (4%) of the total shares of Common Stock of the Company outstanding on the last day of the immediately preceding fiscal year and (B) such smaller number of shares as determined by the Administrator (the “Share Limit”). Notwithstanding the foregoing, shares added to the Available Shares by the Share Limit are available for issuance as Incentive Stock Options only to the extent that making such shares available for issuance as Incentive Stock Options would not cause any Incentive Stock Option to cease to qualify as such. In the event that the Administrator shall not take action to affirmatively approve an increase in the Share Limit on or prior to the applicable Date of Determination, the Share Limit and Available Shares, shall remain at such level as they were prior to such applicable Date of Determination. For clarity, the Available Shares is a limitation on the number of shares of Common Stock that may be issued pursuant to the Plan.
Minimum Subscription means the minimum subscription for Shares as specified in the relevant Supplement.
Offered Shares has the meaning set forth in Section 3.02(a).
Subscription Price has the meaning set forth in Section 2.1.
Subscription Limit means any applicable limit on the Issuer’s ability to fund newly issued ETP Securities pursuant to the terms of the LS Operating Procedures Agreement or the LS Margin Account Agreement, as may be amended from time to time.
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.
Option Shares shall have the meaning ascribed to such term in Section 2.2(a).
Subscription Rights means the right to participate in the Rights Offering.
Minimum Subsequent Subscription means, in relation to the Euro RDR ‘Retail’ Hedged
Founder Shares shall have the meaning given in the Recitals hereto and shall be deemed to include the shares of Common Stock issuable upon conversion thereof.
Put Shares means all shares of Common Stock issued, or that the Company shall be entitled to issue, per any applicable Put Notice in accordance with the terms and conditions of this Agreement.
Prefunded Warrant Shares means the shares of Common Stock issuable upon exercise of the Prefunded Warrants.
Initial Shares means all of the outstanding shares of Common Stock issued prior to the consummation of the Company’s initial public offering.
Pre-Funded Warrant Shares means the shares of Common Stock issuable upon exercise of the Pre-Funded Warrants.
Management Shares means a management share in the capital of the ICAV which shall have the right to receive an amount not to exceed the consideration period for such Management Share.
Closing Shares shall have the meaning ascribed to such term in Section 2.1(a)(i).
Sale Shares means [Insert total number of shares of the Company] Shares, representing 100 percent of the total issued, subscribed and fully paid-up equity share capital of the Company held by the Shares Seller and Nominees as more particularly described in Annexure A attached hereto;
VMTP Shares has the meaning set forth in the preamble to this Agreement.
DWAC Shares means shares of Common Stock that are (i) issued in electronic form, (ii) freely tradable and transferable and without restriction on resale and (iii) timely credited by the Company to the Investor’s or its designee’s specified DWAC account with DTC under the DTC/FAST Program, or any similar program hereafter adopted by DTC performing substantially the same function.
Cutback Shares means any of the Registrable Securities not included in any of the Registration Statements previously declared effective hereunder as a result of a limitation on the maximum number of shares of Common Stock of the Company permitted to be registered by the staff of the SEC pursuant to Rule 415.