Top-Up Shares. “Top-Up Shares” shall have the meaning set forth in Section 1.4(a).
Top-Up Shares. In any registration pursuant to Section 4.2(a) in which the aggregate price to the public of all Registrable Securities included therein is not reasonably expected to exceed $25 million, the Company shall add to such registration that number of shares of Registrable Securities as would have an aggregate value, at the reasonably anticipated price per share, such that the reasonably anticipated aggregate price to the public of all Registrable Securities included therein shall equal $25 million (the “Top-Up Shares”) and shall cause such Top-Up Shares to be offered by the Company in such registration together with the Registrable Securities offered by Lightyear and any other Holders therein; provided, however, that the number of Top-Up Shares shall be reduced on a share for share basis by up to 50% to the extent other Holders or Other Holders exercise incidental registration rights in connection with such registration.
Top-Up Shares. If, as of the end of the Future Sales Period, Purchaser has not acquired an additional 14,862,313 Shares through Future Sales, Purchaser shall, on a one-time basis, purchase from Sellers, and in such case Sellers shall sell to Purchaser, up to an additional 14,862,313 Shares, reduced as to each Seller in accordance with this Section 3.1 (the shares to be purchased, the "TOP-UP SHARES", and the purchase and sale of the Top-Up Shares, the "TOP-UP SALE"). For such purposes, each Seller shall be obligated to sell to the Purchaser, and the Purchaser shall be obligated to purchase from each Seller: (1) the number of Shares specified for such Seller in the Future Purchase Schedule, minus (2) the number of Shares sold by such Seller to Purchaser through exercise of the Put Right during the Future Sales Period, minus (3) the number of Shares offered by such Seller and not acquired by Purchaser pursuant to the ROFR during the Future Sales Period.
Top-Up Shares. If at the time of an Effective Registration relating to an initial public offering by the Company of its Class B Common Stock (an “IPO”) the aggregate purchase price paid by the Purchaser hereunder for shares of Class B Common Stock is less than the Maximum Amount (as such amount may be increased from time to time) (such deficit, a “Shortfall”), then concurrently with the closing of the IPO (the “IPO Closing”), the Company shall, directly or indirectly, cause the sale to the Purchaser of, and the Purchaser shall purchase, the Top-Up Shares (as defined below), at a price per share equal to the price per share that the Class B Common Stock is sold to the public in the IPO at the IPO Closing (the “IPO Price”). The “Top-Up Shares” means a number of shares of Class B Common Stock determined by dividing the Shortfall by the IPO Price.
Top-Up Shares. The Shares, when added to (i) the Tender Offer Shares (as defined in the SPA), if any, and (ii) the SPA Consideration Shares, constitute 15% of the outstanding shares of Company Stock (treating the SPA Consideration Shares and the Shares as outstanding for purposes of such calculation).
Top-Up Shares. Intentionally deleted.
Top-Up Shares. In the event that (i) all the Conditions are not satisfied on or prior to the Closing Time and a Forward Seller elects, pursuant to Section 2(c) hereof not to deliver the total number of Borrowed Shares deliverable by it hereunder or (ii) a Forward Seller determines that (A) in connection with establishing its hedge position, it (or its affiliate) is unable to borrow and deliver for sale under this Agreement a number of Common Shares equal to the number of Borrowed Shares to be sold by it hereunder, or (B) it would be impracticable to do so or it would incur a stock loan cost of more than 200 basis points per annum with respect to all or any portion of such shares to do so, then, in each case, the Company shall issue and sell to the Underwriters at the Closing Time or on such Date of Delivery pursuant to Sections 2(a), 2(b), 3(a) and 3(b) hereof, as applicable, in whole but not in part, an aggregate number of Common Shares equal to the number of Borrowed Shares otherwise deliverable on such date that such Forward Seller does not so deliver and sell to the Underwriters. In connection with any such issuance and sale by the Company, the Company or the Representatives shall have the right to postpone the Closing Time or Date of Delivery, as the case may be, for a period not exceeding one business day in order to effect any required changes in any documents or arrangements. The Common Shares sold by the Company to the Underwriters pursuant to this Section 12(a): (i) in lieu of any Borrowed Underwritten Shares are referred to herein as the “Company Top-Up Underwritten Shares”; and (ii) in lieu of any Borrowed Option Shares are referred to herein as the “Company Top-Up Option Shares.”
Top-Up Shares. If there is an exercise of any Pre-Emptive Rights, the Purchaser shall have the right to purchase, and the Company shall be obligated to issue to the Purchaser, the Top-Up Shares at a price per share equal to the Top-Up Price. Promptly following the lapse of the exercise periods for the Pre-Emptive Rights, the Company shall provide written notice (the "Top-Up Notice") to the Purchaser of the election by any holder of Pre-Emptive Rights to exercise such rights, including the number of shares to be so purchased, the price per share to be paid and the maximum number of Top-Up Shares purchasable hereunder by the Purchaser. If the Purchaser desires to purchase any Top-Up Shares, the Purchaser shall provide, no later than five (5) Business Days following the deemed receipt of the Top-Up Notice, an irrevocable written notice to the Purchaser (the "Top-Up Election") of its election to purchase Top-Up Shares and the number of shares it so elects to purchase.
Top-Up Shares. In the event that the arithmetic average of the VWAP per share of Common Stock for the 30 Trading Days immediately prior to the Additional Closing Date for any Additional Purchase and Sale (the “Measurement Price”) fails to exceed the Threshold Price, the Purchaser shall purchase, and the Company shall issue and sell to the Purchaser, the number of shares of Common Stock (the “Top Up Shares”) with an aggregate value (based on the Measurement Price) equal to (i) the value of the Delayed Draw Common Shares to be issued in connection with such Additional Closing (valued based on the Threshold Price) less (ii) the value of the Delayed Draw Common Shares to be issued in connection with such Additional Closing (valued based on the Measurement Price); provided that the aggregate number of Initial Closing Common Shares, Initial Closing II Common Shares, Delayed Draw Common Shares and Top Up Shares to be issued in connection with all Closings shall not exceed 13,975,000 (subject to equitable adjustment for any stock split, stock dividend or stock combination of the Common Stock occurring on or after the date of this Agreement and prior to the Initial Closing or pursuant to Section 1.1(e) from time to time, the “Total Transaction Common Commitment”).
