Trigger Shares definition

Trigger Shares has the meaning given to it in paragraph 1.13(a) of schedule 4 (Secretary of State Transfers);

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Trigger Shares means, with respect to each Initial Stockholder, the number of shares of Company Common Stock listed next to his name on the signature page hereof and the term "Trigger Release Date" means the last day of the first twenty (20) consecutive trading day period commencing after the Closing Date during which (i) the volume-weighted average price of the Company's Common Stock is equal to or greater than $7.00 per share and (ii) the average daily trading volume of the Company's Common Stock is at least 25,000 shares (in each case based on information obtained from the equity page for the Company provided by the Bloomberg reporting service). If the Trigger Release Date does not occur by February 19, 2008, the Trigger Shares shall be canceled by the Escrow Agent in its capacity as Transfer Agent of the Company and the certificates representing the Trigger Shares shall be destroyed by the Escrow Agent. For purposes hereof, the delivery to the Escrow Agent of a "Trigger Release Notice" that has become effective pursuant to Section 4(b) of the Revised Escrow Agreement (as defined in the Merger Agreement) shall be sufficient to establish the occurrence of the Trigger Release Date. The Initial Stockholders shall deliver to the Escrow Agent sufficient stock powers executed in blank, with medallion signature guarantees, to enable the Escrow Agent, in its capacity as Transfer Agent of the Company, to reissue the Escrow Shares in such denominations as will provide separate stock certificates for each Initial Stockholder's Trigger Shares.

Trigger Shares has the meaning ascribed to it in the recitals.

Examples of Trigger Shares in a sentence

• If the Trigger Release Date occurs prior to expiration of the Holdback Period, the Additional Trigger Shares shall be so released and delivered upon expiration of the Holdback Period.

• Any and all equity securities and derivative securities convertible or exercisable into equity securities of ShellCo and outstanding prior to the Closing, shall have been, concurrently with the Closing, cancelled or terminated, except for ShellCo's obligations to issue the Trigger Shares which will be issued at Closing.

• If the Trigger Release Date does not occur by February 19, 2008, the Trigger Shares shall be canceled by the Escrow Agent in its capacity as Transfer Agent of the Company and the certificates representing the Trigger Shares shall be destroyed by the Escrow Agent.

• If the Trigger Release Date has not occurred by February 19, 2008, the Trigger Shares and the Additional Trigger Shares shall be canceled.

• The Trigger Shares shall be allocated among the Persons entitled to receive them in the same proportions as the shares of Parent Common Stock are allocated among them.

• Upon occurrence of the Trigger Release Date, the Trigger Shares and, if the Trigger Release Date occurs after the expiration of the Holdback Period, the Additional Trigger Shares, shall be released from escrow and delivered to the Persons entitled to receive them in the same proportions as initially withheld.

• The Company shall issue the Trigger Shares to the Sellers upon the date of the Trigger Event.

• The Initial Stockholders shall deliver to the Escrow Agent sufficient stock powers executed in blank, with medallion signature guarantees, to enable the Escrow Agent, in its capacity as Transfer Agent of the Company, to reissue the Escrow Shares in such denominations as will provide separate stock certificates for each Initial Stockholder's Trigger Shares.

• At the request of the Holder, the Third Resale Shelf will include any Trigger Shares not previously included in the Resale Registration Statement or Second Resale Shelf.

• No brokerage or finder's fees or commissions are or will be payable by the Sellers to any broker, financial advisor or consultant, finder, placement agent, investment banker, bank or other Person with respect to the transactions contemplated by this Agreement except for MBA Investors, Ltd., a Florida corporation, which will be paid a finders fee by the Company, in the amount of $25,000, payable in shares of Common Stock from the Trigger Shares to be issued pursuant to Section 1.1 above.

More Definitions of Trigger Shares

Trigger Shares has the meaning given in Section 2.4(a).

Trigger Shares means Restricted Shares set forth in a Trigger Notice and not repurchased in connection with such notice pursuant to Section 3; provided, however, that Restricted Shares that are not so repurchased shall, to the extent applicable, continue to be subject to vesting in accordance with the Vesting Schedule annexed hereto.