Total Parent Shares definition

Total Parent Shares means the aggregate number of shares issued to the Company Stockholders as Merger Consideration pursuant to this Agreement;

Total Parent Shares means a number of shares of Parent Stock (rounded to the nearest share of Parent Stock) equal to the quotient obtained by dividing (a) the Total Stock Value by (b) the Collared Stock Price.

Total Parent Shares shall have the meaning set forth in Section 6.13(a).

Examples of Total Parent Shares in a sentence

• The Company shall prepare and deliver to Parent at the Closing a certificate signed by the Chief Financial Officer and Secretary of the Company in a form reasonably acceptable to Parent as to the capitalization of the Company immediately prior to the Effective Time and the allocation of the Total Parent Shares among the holders of shares of Company Common Stock and Company Stock Options (collectively, the “Company Equity Holders”) pursuant to the Merger (the “Allocation Certificate”).

• The Allocation Certificate shall set forth (a) a true and complete list of the Company Equity Holders immediately prior to the Effective Time and the number of shares of Company Common Stock and/or Company Stock Options owned by each such Company Equity Holder, and (b) the allocation of the Total Parent Shares among the Company Equity Holders pursuant to the Merger.

• The total number of shares of Parent Stock issuable by Parent as consideration in the Merger shall be determined by dividing Sixty-Five Million Dollars ($65,000,000) by the Parent Stock Value, rounded to the nearest share of Parent Stock (the "Total Parent Shares").

• Notwithstanding the foregoing, this Section 6.2 shall no longer apply upon the later to occur of (i) when the Total Parent Shares are sold or may be sold pursuant to Rule 144 promulgated under the Securities Act of 1933, as amended, and (ii) the expiration of the Lock-Up Agreements.

• In consideration of such delivery, Parent will deliver to such Holder the Put Price for all Total Parent Shares being purchased from such Holder, payable in cash, either by bank check sent to such Holder at the address specified in the Put Notice or by wire transfer of immediately available funds in accordance with the wire instructions specified by such Holder in the Put Notice, in each case in accordance with the preference specified by such Holder in the Put Notice.

More Definitions of Total Parent Shares

Total Parent Shares has the meaning set forth in Section 2.1(e)(i).

Total Parent Shares. Section 1.9.1(a)(i)

Total Parent Shares means (A) (i) $6,750,000 minus (ii) the Working Capital Deficiency, if any, divided by (B) the Parent Share Price; notwithstanding the foregoing, in no event shall the Total Parent Shares exceed the Share Cap.

Total Parent Shares means an amount of Parent Common Stock equal to (A) the Total Base Merger Value divided by (B) the Closing Stock Price; provided, however, that in no event shall the Total Parent Shares exceed the Parent Share Cap unless Parent agrees otherwise in writing that the Total Parent Shares shall nevertheless mean an amount of Parent Common Stock equal to the Total Base Merger Value divided by the Closing Stock Price; provided further, that in the event that (1) the Closing Stock Price is less than the Announcement Stock Price or (2) Parent agrees in writing pursuant to the immediately preceding clause that the Total Parent Shares shall mean an amount of Parent Common Stock equal to the Total Base Merger Value divided by the Closing Stock Price, then Parent may in its sole discretion elect to substitute cash for shares of Parent Common Stock at a per share rate equal to the Closing Stock Price, so long as such substitution would not cause the Merger to fail to qualify as a “reorganization” pursuant to the provisions of Section 368(a) of the Code, in which case the Total Parent Shares shall mean the amount of Parent Common Stock remaining after such substitution and “Total Parent Cash” shall mean the aggregate amount of cash so substituted.

Total Parent Shares means the quotient of (a) the Aggregate Closing Stock Consideration divided by (b) the Parent Trading Price.

Total Parent Shares means the number of shares of Parent Common Stock that is equal to (i) SEVENTEEN MILLION TWO HUNDRED FIFTY THOUSAND (17,250,000), less (ii) the Company Shareholder Transaction Expense Shares.

Total Parent Shares means, collectively, the Parent Shares and the Additional Parent Shares (as defined in Section 4), if any, issued pursuant to Section 4.