Contingent Payment Shares definition

Contingent Payment Shares has the meaning ascribed to ------------------------- it in Section 1.09.
Sample 1
Contingent Payment Shares means the additional shares of Buyer Common Stock that may be issued by Buyer to Seller pursuant to Section 2.10 of the Purchase Agreement.
Sample 1
Contingent Payment Shares of a particular Participating Securityholder shall mean: (A) each outstanding share of Company Capital Stock held by such Participating Securityholder immediately prior to the Effective Time; and (B) each share of Company Common Stock subject to outstanding Company Options held by such Participating Securityholder immediately prior to the Effective Time.
Sample 1

Examples of Contingent Payment Shares in a sentence

  • The Company acknowledges that each certificate representing the Shares shall bear a legend with respect to the restrictions described in this Section 3.21 and, with respect to Contingent Payment Shares, in Section 5.8.

  • Such Member acknowledges that each certificate representing the Shares shall bear a legend with respect to the restrictions described in this Section 3.24 and, with respect to Contingent Payment Shares, in Section 5.8.

  • The shares of Amax Gold Common Stock comprising the Production Shares and the Contingent Payment Shares have been duly authorized by all necessary corporate action and, if and when issued to Cyprus in accordance with Sections 1.08 and 1.09, respectively, will be validly issued and outstanding, fully paid, nonassessable and free of preemptive rights.

  • Cyprus Gold shall have the right, from time to ------------- time, with written notice to Amax Gold, to assign to a Subsidiary of Cyprus its right to receive Production Shares or Contingent Payment Shares pursuant to Sections 1.08 and 1.09.

  • Subject to compliance with the applicable lock-up restrictions, the Parent shall take all actions reasonably necessary to facilitate sales by the Stockholders of the Merger Shares and the Contingent Payment Shares pursuant to Rule 144.

  • OSI shall use reasonable commercial efforts to cause the registration statements provided for in this Section 9.7.2 to become effective as expeditiously as possible and to remain effective until the earlier to occur of the date (a) the Contingent Payment Shares covered thereby has been sold, or (b) by which all Contingent Payment Shares covered thereby may be sold under Rule 144(k), all in accordance with the Registration Rights Agreements.

  • If at any time payment under this Agreement is to be made by issuing and delivering Deferred Payment Shares or Contingent Payment Shares to the Company and such Shares are not listed on a national stock exchange, then such payment will be made in cash.

  • Full details of all payments to or benefits paid in cash or in kind on behalf of Players shall be included in the contract of service to be set out in Schedule 1 thereto, and shall comply with the Rulings of FAS, in particular to salary caps.

  • In any event, if Contingent Payment Shares are issued prior to April 30, 2003, OSI shall prepare and file a registration statement as described above no later than June 30, 2003.

  • Cyprus ------------------------------------------------------- Gold shall have the right, from time to time, with written notice to Amax Gold, to assign to a Subsidiary of Cyprus its right to receive Production Shares or Contingent Payment Shares pursuant to Sections 1.08 and 1.09.


More Definitions of Contingent Payment Shares

Contingent Payment Shares shall have the meaning set forth in Schedule 2.5.
Sample 1
Contingent Payment Shares means the additional shares of Buyer Common Stock that may be issued by Buyer to Seller pursuant to
Sample 1

Related to Contingent Payment Shares

  • Contingent Payment means any payment that has been (or is required to be) ------------------ made under any of the following circumstances:

  • Contingent Payments has the meaning set forth in Section 2.02(a).

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

  • 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.

  • Earnout Payment has the meaning set forth in Section 2.3(b).

  • 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.

  • Earn-Out Payment has the meaning set forth in Section 2.5(a).

  • Contingent Right means a right under this Schedule 5 which is not a Firm Right and which is subject to the fulfilment of all competing Exercised Firm Rights and any additional contingency specified in this Schedule 5;

  • Contingent Consideration has the meaning set forth in Section 1.6.

  • Earnout Amount has the meaning set forth in Section 2.7(a).

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

  • Earnout Shares has the meaning set forth in Section 3.6(a).

  • Fair Share Contribution Amount means, with respect to a Contributing Guarantor as of any date of determination, the maximum aggregate amount of the obligations of such Contributing Guarantor under this Guaranty that would not render its obligations hereunder or thereunder subject to avoidance as a fraudulent transfer or conveyance under Section 548 of Title 11 of the United States Code or any comparable applicable provisions of state law; provided, solely for purposes of calculating the “Fair Share Contribution Amount” with respect to any Contributing Guarantor for purposes of this Section 7.2, any assets or liabilities of such Contributing Guarantor arising by virtue of any rights to subrogation, reimbursement or indemnification or any rights to or obligations of contribution hereunder shall not be considered as assets or liabilities of such Contributing Guarantor. “Aggregate Payments” means, with respect to a Contributing Guarantor as of any date of determination, an amount equal to (1) the aggregate amount of all payments and distributions made on or before such date by such Contributing Guarantor in respect of this Guaranty (including in respect of this Section 7.2), minus (2) the aggregate amount of all payments received on or before such date by such Contributing Guarantor from the other Contributing Guarantors as contributions under this Section 7.2. The amounts payable as contributions hereunder shall be determined as of the date on which the related payment or distribution is made by the applicable Funding Guarantor. The allocation among Contributing Guarantors of their obligations as set forth in this Section 7.2 shall not be construed in any way to limit the liability of any Contributing Guarantor hereunder. Each Guarantor is a third party beneficiary to the contribution agreement set forth in this Section 7.2.

  • Earn-Out Amount has the meaning set forth in Section 2.07(a).

  • Share Payment means (a) a payment in the form of Shares, or (b) an option or other right to purchase Shares, as part of any bonus, deferred compensation or other arrangement, made in lieu of all or any portion of the compensation, granted pursuant to Article 8.

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

  • 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.

  • Accelerated Purchase Share Amount means, with respect to any Accelerated Purchase made pursuant to Section 2(b) hereof, the number of Purchase Shares directed by the Company to be purchased by the Investor in an Accelerated Purchase Notice, which number of Purchase Shares shall not exceed the lesser of (i) 300% of the number of Purchase Shares directed by the Company to be purchased by the Investor pursuant to the corresponding Regular Purchase Notice for the corresponding Regular Purchase referred to in Section 2(b) hereof (subject to the Purchase Share limitations contained in Section 2(a) hereof) and (ii) an amount equal to (A) the Accelerated Purchase Share Percentage multiplied by (B) the total number (or volume) of shares of Common Stock traded on the Principal Market during the period on the applicable Accelerated Purchase Date beginning at the Accelerated Purchase Commencement Time for such Accelerated Purchase and ending at the Accelerated Purchase Termination Time for such Accelerated Purchase.

  • Company Contribution Amount means, for any one Plan Year, the amount determined in accordance with Section 3.5.

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

  • Earnout Payments has the meaning specified in Section 2.7.

  • 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.

  • Earn-Out Payments has the meaning set forth in Section 2.3(a).

  • Net Share Amount For any Exercise Date, a number of Shares, as calculated by the Calculation Agent, equal to (x) the product of (i) the number of Warrants being exercised or deemed exercised on such Exercise Date, (ii) the Warrant Entitlement and (iii) the excess, if any, of the Relevant Price for the Valuation Date occurring on such Exercise Date over the Strike Price (such product, the “Net Share Settlement Amount”), divided by (y) such Relevant Price.

  • Next Payment means, in respect of each Next Payment Date, the greater of (i) the amount of any payments due to be made by Party A under Section 2(a) on such Next Payment Date less any payments due to be made by Party B under Section 2(a) on such Next Payment Date (in each case, after giving effect to any applicable netting under Section 2(c)) and (ii) zero.

  • Delta Payment means as it is described in this Agreement.