True-Up Shares definition

True-Up Shares. (representing shares of Common Stock) set forth in each True-Up Notice delivered to the Transfer Agent, and

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True-Up Shares has the meaning specified in Section 2.03.

True-Up Shares has the meaning set forth in Section 4.5(b).

Examples of True-Up Shares in a sentence

As used herein, “Effective Per Share Price” means, initially, the Per Share Purchase Price, and thereafter, the New Issuance Price for the most recent Dilutive Issuance prior to the Expiration Date, if any, for which True-Up Shares have been issued to the Purchaser in accordance with this Section 4.5.
Upon the consummation of a Dilutive Issuance, the Company shall issue to the Purchaser, for no additional consideration, a number of shares of Common Stock (the “True-Up Shares”), equal to (A) the quotient of (i) the Subscription Amount divided by (ii) the New Issuance Price, minus (B) the sum of (i) the number of Shares issued to the Purchaser at Closing plus (ii) the number of True-Up Shares, if any, previously issued to the Purchaser pursuant to this Section 4.5.
Notwithstanding anything to the contrary herein, in no event shall the Company issue to the Purchaser any True-Up Shares which, when issued, would otherwise cause the Aggregate Share Issuance to exceed the Maximum Percentage.

More Definitions of True-Up Shares

True-Up Shares has the meaning set forth in the Charter.

True-Up Shares means a number of shares of Common Stock equal to $100,000 divided by the Reference True-Up Price, minus the Initial Commitment Shares, subject to appropriate adjustment for any stock dividend, stock split, stock combination, rights offerings, reclassification or similar transaction that proportionately decreases or increases the Common Stock.

True-Up Shares shall have the meaning ascribed to such term in Section 5(e).

True-Up Shares means any Consideration Shares to be issued to the Vendors in accordance with Clause 7 and pursuant to Rule 144A of the Securities Act as fully paid and non- assessable and free from all taxes, liens, claims and encumbrances with respect to the issue thereof;

True-Up Shares means 7,566,421 Class A Shares and 9,806,331 Class B shares.

True-Up Shares means restricted shares of Common Stock issued to the Pre-Merger Stockholders (as defined below) of the Company, pro rata, in the event that the aggregate gross proceeds of the PPO exceed the Maximum Offering amount. Capitalized terms used herein without definition have the meanings ascribed to them in the Subscription Agreement.

True-Up Shares means, with respect to any Eligible Series D Holder a number of shares of Applicable Common Stock calculated as follows: (i) determining the amount, if any, by which $27.00 (such price subject to equitable adjustment in the event of any stock split, stock dividend, combination, reorganization, reclassification or other similar event occurring after the date hereof) exceeds the Per Share Price and then (ii) dividing such excess amount determined in clause (i) by the Per Share Price, and then (iii) multiplying the amount determined in clause (ii) by the number of outstanding shares of Series D Convertible Preferred Stock registered in the name of such Eligible Series D Holder at the close of business on May 3, 2012 and finally (iv) rounding the aggregate number determined in clause (iii) up or down, as applicable, to the nearest whole number of shares.