Maximum Share Number Clause Samples
The Maximum Share Number clause sets a cap on the total number of shares that may be issued or allocated under a specific agreement or plan. In practice, this means that even if there is demand or eligibility for more shares, the issuer cannot exceed the predetermined maximum limit. For example, in an employee stock option plan, this clause would restrict the total options granted to all employees to a fixed number. The core function of this clause is to control dilution and provide certainty to both the company and stakeholders about the extent of share issuance, thereby managing expectations and protecting existing shareholders' interests.
Maximum Share Number. Notwithstanding Section 1.1 above, in the event the number of Shares would otherwise constitute more than (i) nineteen and nine-tenths percent (19.9%) of the Actual Voting Power (as defined in Section 5.1(i)) or (ii) twenty percent (20%) of the number of shares issued in the IPO (including any shares covered by a related registration statement filed pursuant to Rule 462(b) of the Securities Act but excluding any shares issued or to be issued in an overallotment option), then in either case (i) or (ii) above the Investment Amount (and correspondingly the number of shares purchased by the Purchaser) shall be reduced by the minimum dollar amount and share amount necessary to avoid either such event.
Maximum Share Number. For purposes of this Agreement, the term "Maximum Share Number" shall mean, as of any time of determination, such number of Shares that, when taken together with all shares of the Company Common Stock that Parent or any of its Affiliates (i) owns directly or indirectly, beneficially or of record, at such time of determination and (ii) has the right to acquire, at such time of determination, from Joseph Littlejohn & Levy, L.P. and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇ ▇▇▇▇ II, L.▇. ▇▇ ▇▇▇▇▇▇▇▇▇▇ wi▇▇ ▇he terms of the Tender Agreement dated March 25, 1997 among Parent, Purchaser and Joseph Littlejohn & Levy, L.P. and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇ ▇▇▇▇ II, L.▇. ▇▇▇▇▇▇▇▇ ▇▇ ▇he ▇▇▇▇r or the exercise of the Option (as defined in such Tender Agreement), would cause Parent or its Affiliates to own directly or indirectly, beneficially or of record, 49.9% of the aggregate voting power represented by the issued and outstanding capital stock of the Company.
Maximum Share Number. 3 Merger.......................................................................1
Maximum Share Number. For purposes of this Agreement, the term "Maximum Share Number" shall mean, as of any time of determination, such number of Shares that, when taken together with all shares of the Company Common Stock that Parent or any of its Affiliates (i) owns directly or indirectly, beneficially or of record, at such time of determination and (ii) has the right to acquire, at such time of determination, from J▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ & L▇▇▇, ▇.▇. and J▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ & L▇▇▇ Fund II, L.P. in accordance with the terms of the Tender Agreement dated March 25, 1997 among Parent, Purchaser and J▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ & L▇▇▇, ▇.▇. and J▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ & L▇▇▇ Fund II, L.P. pursuant to the Offer or the exercise of the Option (as defined in such Tender Agreement), would cause Parent or its Affiliates to own directly or indirectly, beneficially or of record, 49.9% of the aggregate voting power represented by the issued and outstanding capital stock of the Company.
Maximum Share Number. (a) Notwithstanding any other provision of this Agreement but subject to clauses 5.8 and 6.6(b), the aggregate maximum number of new Securities (excluding any Securities the past issue of which has been ratified by the Company’s shareholders in a manner permitted under Listing Rule 7.4) that the Company may be or is required to issue on one or more Conversions of the Convertible Securities issued under the First Purchase, without the Company first obtaining Shareholder Approval, is the Maximum Share Number.
(b) Where clause 6.6(a) will prevent an issue of Shares under this Agreement, the Company may either, at its election:
(i) use its best endeavours to obtain Shareholder Approval to the issue of those Shares prior to the relevant date (and in any event within 60 days of the Company becoming aware that clause 6.6
(a) will prevent an issue of Shares under this Agreement), so that the issue of the Shares may proceed as scheduled; or
(ii) issue the maximum number of Shares that it is able to do so under its available issuance capacity under the Listing Rules, and pay to the Investor in cash the Redemption Amount of that part of the Amount Outstanding that would have otherwise been the subject of such issuance (instead of issuing the Conversion Shares).
(c) At any general meeting of shareholders the Company holds while there is any Amount Outstanding, the Company must seek ratification by shareholders of all prior issues of Securities under this Agreement of the kind contemplated by clause 6.6(a) for the purpose of Listing Rule 7.4, and all other relevant purposes.