Reimbursement Shares definition

Reimbursement Shares means Class A Shares in amount equal to (1) the Dollar Equivalent of (x) the number of shares of Sky plc that the Company and its affiliates acquire in the Sky Acquisition, multiplied by (y) the amount by which the Approved Per Share Price exceeds £14.00 per share, divided by (2) the Reimbursement Shares Issuance Price; provided that, in the event that the Company changes the number of Shares or securities convertible or exchangeable into or exercisable for any such Shares issued and outstanding prior to the Reimbursement Shares Closing as a result of a distribution, reclassification, stock split (including a reverse stock split), stock dividend or distribution or any other dividend or distribution other than cash dividends, recapitalization, subdivision or other similar transaction, the definition of Reimbursement Shares shall be equitably adjusted to eliminate the effects of such event on the number of Class A Shares constituting Reimbursement Shares.
Sample 1
Reimbursement Shares has the meaning set forth in Section 5.5(c).
Sample 1
Reimbursement Shares has the meaning set forth in the Recitals.
Sample 1

Examples of Reimbursement Shares in a sentence

  • Such transfer or issuance of the Reimbursement Shares to WEDGE shall be deemed to discharge CB&I from any and all obligations in respect of the remaining unpaid portion of the Full Reimbursement Amount.

  • The Escrow Agent shall from time to time sell such amount of the Reimbursement Shares as necessary to pay the Shareholders' Representative's costs and expenses, to the extent required by this Section 2.2(c).

  • The Reimbursement Shares have been approved for listing on the New York Stock Exchange, subject to official notice of issuance.

  • WEDGE agrees that upon becoming the owner of any Reimbursement Shares it shall thereby automatically be subject to all of the restrictions of the WEDGE Shareholder Agreement.

  • Notwithstanding the foregoing, each Shareholder shall have the right to exercise any voting rights appertaining to the Escrow Shares and the Reimbursement Shares.

  • Saba, upon proper tender of the Reimbursement Shares, shall purchase such Reimbursement Shares at the Preemption Price.

  • The Reimbursement Shares would constitute approximately 5.0% of the shares of the Common Stock currently outstanding.

  • Effective upon the Reimbursement Shares Closing, Parent shall enter into a voting and proxy agreement with respect to the Reimbursement Shares pursuant to which Parent shall be obligated to vote (or exercise rights of consent with respect to) the Reimbursement Shares in accordance with the recommendation of the Board of Directors of the Company with respect to the applicable matter.

  • The Conversion Shares, the Transferred Shares and the Reimbursement Shares have been validly issued, fully paid and are non-assessable.

  • The Company has reserved 200,000 shares of Common Stock (the "Reimbursement Shares") for issuance to certain persons for expenses incurred in connection with the formation of the Company, the issuance of the Securities and the Acquisition.


More Definitions of Reimbursement Shares

Reimbursement Shares means the number of shares of Common Stock equal to the quotient of X divided by Y, where (a) X equals the total amounts due to Purchaser pursuant to the applicable provisions of Section 7.2(b) or Section 7.2(c), minus the amount paid to Purchaser in immediately available funds pursuant to Section 7.2(e)(i), and (b) Y equals $11.25; provided, however, that in the event the number of Reimbursement Shares as calculated pursuant to the foregoing definition exceeds 19.99% of the then issued and outstanding shares of Common Stock, the term “Reimbursement Shares” shall mean the number of shares of Common Stock equal to 19.99% of the then issued and outstanding Common Stock.
Sample 1
Reimbursement Shares means the shares of Saba common stock which Capco shall sell or cause to be sold to Saba in like number as any Preemption Shares in order to eliminate any effect on Saba of an exercise of Preemptive Rights. 2.
Sample 1

Related to Reimbursement Shares

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

  • Commitment Shares shall have the meaning set forth in Section 12.04.

  • Full Entitlement Share(s) shall have the respective meanings set forth in Section 2.12.

  • 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.

  • Settlement Shares With respect to any Settlement Date, a number of Shares, not to exceed the Base Amount, designated as such by Party B in the related Settlement Notice or by Party A pursuant to “Termination Settlement” below; provided that on the Maturity Date the number of Settlement Shares shall be equal to the Base Amount on such date.

  • Partial Entitlement Share(s) shall have the respective meanings set forth in Section 2.12.

  • Private Placement Shares shall have the meaning given in the Recitals hereto.

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

  • Pre-Funded Warrant Shares means the shares of Common Stock issuable upon exercise of the Pre-Funded Warrants.

  • Conversion Shares means, collectively, the shares of Common Stock issuable upon conversion of the shares of Preferred Stock in accordance with the terms hereof.

  • Required Registration Amount means either the Initial Required Registration Amount or the Additional Required Registration Amount, as applicable.

  • Purchase Shares has the meaning set forth in Section 2.1.

  • Underlying Shares means the shares of Common Stock issued and issuable upon conversion of the Preferred Stock and upon exercise of the Warrants.

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

  • Adjustment Shares shall have the meaning set forth in Section 11(a)(ii) hereof.

  • Founders’ Shares means 1,000 shares with a par value of $1 per share, 500 of which were issued to MACRO Securities Depositor, LLC and 500 of which were issued to Claymore Securities, Inc., in exchange for the Initial Deposit.

  • Fully Adjusted Regular Purchase Share Limit means, with respect to any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction from and after the date of this Agreement, the Regular Purchase Share Limit (as defined in Section 2(a) hereof) in effect on the applicable date of determination, after giving effect to the full proportionate adjustment thereto made pursuant to Section 2(a) hereof for or in respect of such reorganization, recapitalization, non-cash dividend, stock split or other similar transaction.

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

  • Consideration Shares shall have the meaning set forth in Section 2.7(c).

  • Additional Required Registration Amount means any Cutback Shares not previously included on a Registration Statement, all subject to adjustment as provided in Section 2(f).

  • Initial Stock Loan Rate means, in respect of an Underlying Equity (in the case of Equity Linked Notes) or a security/commodity comprised in an Index (in the case of Index Linked Notes), the Initial Stock Loan Rate specified in relation to such Underlying Equity, security or commodity in the applicable Final Terms.

  • Earn-Out Shares has the meaning provided in Section 2.2(b).

  • Maximum Potential Additional Dividend Liability, as of any Valuation Date, means the aggregate amount of Additional Dividends that would be due if the Corporation were to make Retroactive Taxable Allocations, with respect to any fiscal year, estimated based upon dividends paid and the amount of undistributed realized net capital gains and other taxable income earned by the Corporation, as of the end of the calendar month immediately preceding such Valuation Date and assuming such Additional Dividends are fully taxable.

  • Additional Shares shall have the meaning specified in Section 14.03(a).

  • Initial Shares means all of the outstanding shares of Common Stock issued prior to the consummation of the Company’s initial public offering.

  • Issuance Shares means all shares of Common Stock issued or issuable pursuant to an Issuance that has occurred or may occur in accordance with the terms and conditions of this Agreement.