Whole Shares definition

Whole Shares means that number of shares of Common Stock equal ------------ to the quotient obtained by dividing (y) the damages, costs, expenses and fees (including, without limitation, reasonable attorneys' fees) (collectively, the "Loss Amount") suffered or ----------- otherwise borne or incurred by the Secured Party on account of such Event of Default (which Loss Amount shall be determined in good faith by the Secured Party whose determination shall be final, conclusive and binding) by (z) the Conversion Price (as such term is defined in the Debenture) on the transfer date of the Make-Whole Shares. The Secured Party's acquisition of sole record and beneficial ownership of the Make-Whole Shares pursuant to this subclause (ii)(A) shall not preclude, limit or otherwise restrict the Secured Party from exercising any other right or pursuing any other remedy available to it at law or in equity in connection with any Event of Default covered by this subclause (ii)(A);
Sample 1
Whole Shares means, with respect to a Securityholder, the aggregate number of such Securityholder’s whole shares of Delaware Company Common Stock and whole shares of Delaware Company Preferred Stock.
Sample 1

Examples of Whole Shares in a sentence

  • Upon receiving the Make-Whole Notice and Sale Reconciliation evidencing the number of Make-Whole Shares requested, the Borrower shall instruct its transfer agent to issue certificates representing the Make-Whole Shares, which Make Whole Shares shall be issued and delivered in the same manner and within the same time frames as set forth in Subsection (c)(ii) above.

  • At any time during the term of the Plan, the Board may grant Whole Shares to Directors.

  • The following provision supplements Sections 4 (Delivery of Certificates or Equivalent) and 5 (Whole Shares) of the Award Agreement: Notwithstanding the foregoing, the Company reserves the right to (i) require that you sell all shares of Common Stock underlying the Units, either immediately upon receipt of such shares of Common Stock or upon termination of your service, or (ii) settle the Units in cash, if it determines it is necessary or advisable to do so in light of regulatory requirements in Ukraine.

  • Whole Shares may be granted on any basis and subject to any terms and conditions that the Board believes to be appropriate.

  • Notwithstanding the foregoing, the Company may not pay the Make Whole Payment in Conversion Shares if the Make Whole Shares are not registered on an effective Registration Statement, unless waived in writing by the Holder or (ii) if the issuance of the Make Whole Shares would result in the Holder exceeding the Beneficial Ownership Limitation.

  • If the Right of Repurchase is exercised subsequent to a Change in Control Event, the New Employer shall pay the Purchaser an amount, for all of the CIC Restricted Shares which are repurchased, equal to the total amount paid by the Purchaser for the Purchased Shares multiplied by a fraction, the numerator of which is the number of CIC Restricted Shares being repurchased and the denominator of which is the number of CIC Whole Shares (as defined in Section 2(b)(iv).

  • The issuance of the Note, the Closing Shares and, if applicable, the Make Whole Shares shall not cause the Investor Group to become, directly or indirectly, a “beneficial owner” (within the meaning of Section 13(d) of the 1934 Act and the rules and regulations promulgated thereunder) of a number of Equity Interests of a class that is registered under the 1934 Act which exceeds the Maximum Percentage of the Equity Interests of such class that are outstanding at such time.

  • The Company shall at all times keep authorized and reserved and available for issuance, free of preemptive rights, such number of shares of Common Stock as are issuable upon conversion of the Note at any time and such number of shares of Common Stock as the Company could foreseeable be required to issue as Make Whole Shares.

  • In the event that the Company elects to pay the Make Whole Payment in cash it shall pay an amount equal to the number of Make Whole Shares multiplied by the 30 Day VWAP.

  • The Lender shall have the same rights and remedies with respect to the delivery of any such Interest Share Amount and the Make Whole Shares as if such shares were being issued pursuant to a voluntary conversion pursuant to Section 7(a).

Related to Whole Shares

  • PIPE Shares shall have the meaning given in the Recitals hereto.

  • Series D Shares means the Company's Series D Convertible Preferred --------------- Stock, par value $0.01 per share.

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

  • Series B Preferred Shares means the Series B Preferred Shares of the Company, par value US$0.0001 per share.

  • Series C Shares means the shares of Fixed Rate Cumulative Perpetual Preferred Stock, Series C, of the Company.

  • Series F Preferred Shares means the Series F 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.

  • Preferred Shares means shares of Series A Junior Participating Preferred Stock, par value $.01 per share, of the Company having the rights and preferences set forth in the Form of Certificate of Designations attached to this Agreement as Exhibit A.

  • 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.

  • Payment Shares has the meaning set forth in Section 2.02;

  • Series D Preferred Shares means the Company’s series D preferred shares, par value US$0.00001 per share.

  • Series B Warrants means, collectively, the Series B Common Stock purchase warrants delivered to the Purchasers at the Closing in accordance with Section 2.2(a) hereof and the other Series B Warrants contemplated under Section 2.1 to be issued concurrently at the Closing, which Series B Warrants shall be exercisable beginning immediately and have a term of exercise equal to five (5) years, in the form of Exhibit B-2 attached hereto.

  • Unit Shares means the Common Shares comprising part of the Units;

  • Option Shares shall have the meaning ascribed to such term in Section 2.2(a).

  • Dividend Shares means the shares of Common Stock issuable in payment of dividends payable on the Preferred Shares in accordance with the terms of the Certificate of Designation.

  • Series A Preferred Shares means the Series A 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.

  • 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.

  • 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.

  • Series A-1 Preferred Shares means the Company’s series A-1 preferred shares, par value US$0.00001 per share.

  • Series B-2 Preferred Stock means shares of the Company’s Series B-2 Preferred Stock, par value $0.001 per share.

  • Converted Shares means the Subject Equity Shares resulting from the conversion of Restricted Voting Shares into the Subject Equity Shares pursuant to subparagraph (ii);

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

  • Option Warrants shall have the meaning ascribed to such term in Section 2.2(a).

  • Incentive Shares means Shares awarded pursuant to the provisions of Article 12.

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

  • Series C Preferred Shares means the Company’s series C preferred shares, par value US$0.00001 per share.

  • Senior Preferred Stock means collectively, (i) Series A-1 Convertible Preferred, (ii) Series A-2 Preferred Stock, (iii) Series A-3 Convertible Preferred, (iv) 14¼% Preferred, (v) 9¾% Preferred, (vi) Series B Convertible Preferred, (vii) Series C Preferred Stock and (viii) Series C Convertible Preferred, in each case as defined in the Master Transaction Agreement.