Additional Parent Shares definition

Additional Parent Shares has the meaning set forth in Section 2.6(a)(ii)(C).
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Additional Parent Shares means such number of shares of Parent Common Stock equal to 300 shares for each $1,000.00 of the Net Offering Proceeds in excess of Eight Million Dollars ($8,000,000) that Parent shall receive through the Outside Date, which (together with the Aggregate Number of Parent Shares) shall be issued in exchange for the Aggregate Company Common Number of shares of Company Common Stock; PROVIDED, HOWEVER, that the number of Additional Parent Shares shall not exceed Two Million One Hundred Thousand (2,100,000).
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Additional Parent Shares means the number of shares of Parent Common Stock (if any) issuable in respect of Additional Options and determined by dividing (i) the number determined by subtracting the Initial Merger Consideration from the product of (A) the Total Fully Diluted Outstanding Shares and (B) the Initial Merger Consideration divided by the sum of the Total Outstanding Shares and the aggregate number of shares of Company Common Stock issuable, with or without the passage of time or satisfaction of other conditions, upon exercise or conversion of any unvested Company Options outstanding immediately prior to the Effective Time, by (ii) the Trading Price.
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Examples of Additional Parent Shares in a sentence

  • In the event the Audited Financial Statements reflect annual net income of less than $500,000, the number of Additional Parent Shares issuable pursuant to Section 1.12 shall be reduced (in the order such shares become payable pursuant to clauses (1)-(11) of Section 1.12(b), by .54 shares for each $1.00 of such shortfall in annual net income.

  • Neither this Agreement nor any of the rights or ---------- obligations hereunder may be assigned by any party without the prior written consent of the other parties, provided, however, that Shareholder may assign the -------- ------- right to receive the Merger Consideration or Additional Parent Shares to any family estate planning trust, family limited partnership or similar entity.

  • Parent shall deliver to each such Shareholder at the Closing a certificate representing such Closing Shares, as applicable, with the continuing right to receive the remaining Merger Consideration and Additional Parent Shares, if applicable, on a pro rata basis therefore in exchange for the surrendered certificates representing Company Shares.

  • The term of this Agreement (the “Term”) shall commence on the Effective Date and shall continue until the latest to occur of (a) the expiration of the Second Put Window and, if any one or more Holders exercises its Put during the First Put Widow or the Second Put Window, the completion of all Put Closings, and (b) the Second Release Date and, if and Additional Shares are to be released pursuant to Section 4 upon such Second Release Date, the issuance of such Additional Parent Shares.

  • Parent shall issue the Aggregate Number of Parent Shares, the Additional Parent Shares (as such terms are defined under Section 1.6(h) of this Agreement) and the Undistributed Converted Debt Parent Shares in exchange for all of the shares of Company Common Stock.

  • Parent has duly reserved the Additional Parent Shares that are issuable pursuant to this Agreement.

  • Seller is acquiring the Parent Shares issued as partial payment of the Purchase Price hereunder, and any Additional Parent Shares (as defined in the Lock-Up Agreement), for investment purposes only and, except as contemplated by this Agreement or the Lock-Up Agreement, not with a view to, or for resale in connection with, any distribution of shares nor with any present intention of dividing its participation with others.

  • The "Additional Stock Exchange Ratio" means the quotient obtained by dividing the number of Additional Parent Shares by the Aggregate Company Common Number.

  • In the event the Audited Financial Statements reflect annual net income of less than $500,000, the number of Additional Parent Shares issuable pursuant to Section 1.12 shall be reduced (in the order such shares become payable pursuant to clauses (1)- (11) of Section 1.12(b), by .54 shares for each $1.00 of such shortfall in annual net income.

  • If Parent is required to issue any Additional Parent Shares pursuant to this Section 4, Parent shall issue and deliver to each Holder stock certificates representing the Additional Parent Shares to be issued to such Holder within ten (10) business days after the First Release Date or Second Release Date, as applicable.


More Definitions of Additional Parent Shares

Additional Parent Shares has the meaning set forth in the Amended SPA.
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Related to Additional Parent Shares

  • Parent Shares means the shares of common stock, par value $1.00 per share, of Parent.

  • Acquisition Shares means each class of shares of beneficial interest of an Acquiring Fund to be issued to the corresponding Target Fund in a reorganization under this Agreement.

  • Additional Common Shares means all common stock (including reissued shares) issued (or deemed to be issued pursuant to Section 2) after the date of the Warrant. Additional Common Shares does not include, however, any common stock issued in a transaction described in Sections 2.1 and 2.2 of the Warrant; any common stock Issued upon conversion of preferred stock outstanding on the date of the Warrant; the Shares; or common stock Issued as incentive or in a nonfinancing transaction to employees, officers, directors, or consultants to the Company.

  • Existing Warrants means the presently outstanding Common Stock Purchase Warrants (1971 Warrants and Series B Warrants) previously issued by the Borrower.

  • Parent Shareholder Approval means the approval of the Parent Share Issuance by the affirmative vote of a majority of the votes cast by holders of outstanding Parent Common Shares represented in person or by proxy and entitled to vote thereon at the Parent Shareholders Meeting in accordance with the rules and regulations of the NYSE and the TSX, the Organizational Documents of Parent and applicable Law, including Canadian Securities Laws.