Authorized shares means the shares of all classes a domestic or foreign corporation is authorized to issue.
Authorized Share Approval means approval of the Amendment by the shareholders of the Company.
Reserved Shares means initially, [ ] Shares. The Reserved Shares may be increased or decreased in a Supplemental Confirmation.
Share Reserve means the number of shares available for issuance under the Plan as set forth in Section 2(a).
Common Stock Ownership Limit means not more than 9.8% (in value or in number of shares, whichever is more restrictive) of the aggregate of the outstanding shares of Common Stock of the Company. The number and value of outstanding shares of Common Stock of the Company shall be determined by the Board of Directors in good faith, which determination shall be conclusive for all purposes hereof.
Common Stock Consideration has the meaning set forth in Section 1.6(b).
Pre-Funded Warrant Shares means the shares of Common Stock issuable upon exercise of the Pre-Funded Warrants.
Voting Share Reduction means an acquisition or redemption by the Corporation of Voting Shares which, by reducing the number of Voting Shares outstanding, increases the proportionate number of Voting Shares Beneficially Owned by any Person to 20% or more of the Voting Shares then outstanding; and
Per Share Stock Consideration has the meaning set forth in Section 3.01(a)(i).
Excess Stock means Excess Stock as defined in Section 7.4 of the Company's Amended and Restated Articles of Incorporation.
Stock Consideration has the meaning set forth in Section 2.01(c).
Pre-Funded Warrants means, collectively, the Pre-Funded Common Stock purchase warrants delivered to the Purchasers at the Closing in accordance with Section 2.2(a) hereof, which Pre-Funded Warrants shall be exercisable immediately and shall expire when exercised in full, in the form of Exhibit A-2 attached hereto.
Stock Split means any kind of stock split in relation to the Shares, including a free share distribution to the holders of Shares, a stock dividend or a sub-division of Shares;
Fully Diluted Share Number means the aggregate sum of: (i) the number of shares of Company Common Stock issued and outstanding immediately prior to the Effective Time; (ii) the number of shares of Company Common Stock issuable upon the voluntary conversion of all of the shares of Company Preferred Stock issued and outstanding immediately prior to the Effective Time into Company Common Stock and (iii) the number of shares of Company Common Stock issuable upon exercise of all Stock Options.
Class B Units has the meaning set forth in Section 3.04(a)(ii).
Class B Shares means the Class B ordinary Shares in the capital of the Company of $0.0001 nominal or par value designated as Class B Shares, and having the rights provided for in these Articles.
Maximum Common Stock Issuance shall have the meaning specified in Section 2(H).
Adjustment Shares shall have the meaning set forth in Section 11(a)(ii) hereof.
B Shares means a participating share of no par value in the capital of the Fund, denominated in Euro(s);
Alternate Adjusted Regular Purchase Share Limit means, with respect to a Regular Purchase made pursuant to Section 2(a) hereof, the maximum number of Purchase Shares which, taking into account the applicable per share Purchase Price therefor calculated in accordance with this Agreement, would enable the Company to deliver to the Investor, on the applicable Purchase Date for such Regular Purchase, a Regular Purchase Notice for a Purchase Amount equal to, or as closely approximating without exceeding, One Hundred Fifty Thousand Dollars ($150,000).
Reserved Amount has the meaning set forth in Section 7.10(a).
Interest Share Amount shall have the meaning set forth in Section 2(a).
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.
Aggregate Stock Consideration has the meaning set forth in Section 3.01(b)(iii).
Exchangeable Share Consideration has the meaning provided in the Exchangeable Share Provisions.
Overall Share Limit means the sum of (a) 26,333,222 Shares, and (b) an annual increase on the first day of each calendar year beginning on and including January 1, 2022 and ending on and including January 1, 2031 equal to the lesser of (i) a number of Shares such that the aggregate number of Shares available for grant under the Plan immediately following such increase shall be equal to 5% of the number of Fully-Diluted Shares on the final day of the immediately preceding calendar year and (ii) such smaller number of Shares as is determined by the Board.