Initial Exchange Shares definition

Initial Exchange Shares means the aggregate number of Exchange Shares equal to 19.99% of the total number of shares of Common Stock issued and outstanding on the Trigger Date.
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Initial Exchange Shares means the newly issued shares of Common Stock issued by the Company to the Other Holders pursuant to the terms of the Letters of Transmittal.
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Initial Exchange Shares means 1,171,875 shares of Jaguar Common Stock on an as-exchanged basis, to be appropriately adjusted for any share dividend, share split, share combination, reclassification or similar transaction that proportionately decreases or increases the Jaguar Common Stock.
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Examples of Initial Exchange Shares in a sentence

  • No registration under the Securities Act or any state securities laws is or will be required for the offer and issuance of the Initial Exchange Shares or the Option Exchange Shares by the Borrower to the Lenders as contemplated hereby or for the offer and issuance of the Conversion Shares by the Borrower to the Lenders as contemplated hereby and by the Certificates of Designation.

  • The amendments and transactions contemplated hereby, including the issuance and sale of the Initial Exchange Shares and the Option Exchange Shares hereunder and the issuance and sale of the Conversion Shares pursuant to the terms of the Certificates of Designation do not and will not contravene, or require stockholder approval pursuant to, the rules and regulations of The Nasdaq Stock Market LLC, as currently in effect.

  • The Borrower has not paid or given (and will not pay or give), directly or indirectly, any commission or other remuneration for soliciting the exchange to be effected pursuant to this Agreement or otherwise in connection with the issuance and sale of the Initial Exchange Shares, any Option Exchange Shares or any Conversion Shares pursuant to this Agreement or the applicable Certificate of Designation.

  • The parties intend and agree that the exchanges of a portion of the Indenture Notes for Initial Exchange Shares described herein are part of and pursuant to a Plan of Recapitalization and Reorganization of the Borrower described in Section 368(a)(1)(E) of the Code, and shall report the transactions for federal, state and local income tax purposes in accordance therewith unless otherwise required by applicable law.

  • The Borrower shall take such action as is necessary in order to obtain an exemption for, or to qualify the Initial Exchange Shares, the Option Exchange Shares and the Conversion Shares for, issuance and sale to the Lenders under applicable securities or “Blue Sky” laws of the states of the United States, and shall provide evidence of such actions promptly upon request of any of the Lenders.

  • In the event the Company has complied with this Section by using a Form S-3 and becomes ineligible to use such Form, it shall use its best efforts to substitute therefor, as soon as practicable, a Form S-1 covering the Initial Exchange Shares.

  • As of the Closing Date, the Initial Exchange Shares will not be registered under any federal or state securities laws.

  • Subject to Section 5.6 of the Purchase Agreement, the Holder may, at any time prior to the Maturity Date and subsequent to the earlier of the Merger Effective Date or the Merger Termination Date, exchange this Note for the number of Initial Exchange Shares equal to the quotient obtained by dividing (i) the outstanding principal balance of this Note plus all accrued and unpaid interest thereon by (ii) the Conversion Price.

  • The Company fails to deliver the Initial Exchange Shares within three (3) Trading Days after receiving a notice of exchange as provided in Section 3 below.

  • Subject to the conditions set forth in the following sentence and Section 5.6 of the Purchase Agreement, the Holder shall, at any time prior to the Maturity Date, exchange this Note for the number of Initial Exchange Shares equal to the quotient obtained by dividing (x) the outstanding principal balance of this Note plus all accrued and unpaid interest thereon by (y) the Conversion Price.


More Definitions of Initial Exchange Shares

Initial Exchange Shares means the shares of Jaguar Common Stock issuable upon exchange of the Notes issued at the Initial Closing, which shall be determined by dividing (x) the outstanding principal amount of Notes issued at the Initial Closing plus accrued and unpaid interest thereon by (y) the Conversion Price.
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Related to Initial Exchange Shares

  • Exchange Shares has the meaning set forth in Section 2.01(b).

  • Private Placement Shares shall have the meaning given in the Recitals hereto.

  • PIPE Shares shall have the meaning given in the Recitals hereto.

  • Conversion Shares means, collectively, the shares of Common Stock issuable upon conversion of the shares of Preferred Stock in accordance with the terms hereof.

  • Closing Shares shall have the meaning ascribed to such term in Section 2.1(a)(i).

  • Acquired Shares has the meaning set forth in the Recitals.

  • Commitment Shares shall have the meaning set forth in Section 12.04.

  • Private Placement Warrants shall have the meaning given in the Recitals hereto.

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

  • Initial Shares means all of the outstanding shares of Common Stock issued prior to the consummation of the Company’s initial public offering.

  • Private Placement Units shall have the meaning given in the Recitals hereto.

  • Coop Shares Shares issued by a Cooperative Corporation.

  • Offering Shares means the shares of Common Stock issued to the Purchasers pursuant to the Subscription Agreements, and any shares of Common Stock issued or issuable with respect to such shares upon any stock split, dividend or other distribution, recapitalization or similar event with respect to the foregoing.

  • A Shares means shares issued by companies incorporated in the PRC and listed on the SSE or the SZSE, traded in RMB and available for investment by domestic investors through Stock Connect.

  • Placement Warrants shall have the meaning given in the Recitals hereto.

  • Subscribed Shares means, as of any date of determination, the Subscribed Shares (as defined in the recitals to this Subscription Agreement) and any other equity security issued or issuable with respect to the Subscribed Shares by way of stock split, dividend, distribution, recapitalization, merger, exchange, or replacement, and (ii) “Subscriber” shall include any person to which the rights under this Section 5 shall have been duly assigned.

  • Purchased Shares has the meaning set forth in Section 2.01.

  • Common Shares means the common shares in the capital of the Corporation;

  • Purchase Shares has the meaning set forth in Section 2.2(a) hereof.

  • Consideration Shares shall have the meaning set forth in Section 2.7(c).

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

  • Underlying Shares means the shares of Common Stock issuable upon conversion of this Debenture or as payment of interest in accordance with the terms hereof.

  • Private Placement Warrants Purchase Agreement shall have the meaning given in the Recitals hereto.

  • Common Warrant Shares means the shares of Common Stock issuable upon exercise of the Common Warrants.

  • 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.

  • Exercise Shares means the shares of Common Stock issuable upon exercise of this Warrant.