Minimum IPO Shares definition

Minimum IPO Shares means a number of shares of Company Common Stock equal to the lesser of (i) the excess of (x) 5.01% of the Total Number of Shares over (y) the sum of (I) the Merger Consideration that USREHAG has the right to receive under this Agreement, (II) the number of Fund V Shares and (III) the number of shares of Company Common Stock, if any, that WvF Purchaser becomes obligated to purchase on the Merger Closing Date pursuant to the Share Purchase Agreement, or (ii) $16,500,000 divided by the Price to the Public.
Sample 1

Examples of Minimum IPO Shares in a sentence

  • Notwithstanding the foregoing, if the sum of (a) the Merger Shares to be delivered to USREHAG, (b) the Purchase Shares, if any, (c) the Minimum IPO Shares (as defined in the Merger Agreement), if any, deliverable to Purchaser at the closing of the IPO and (d) the Fund V Shares (as defined in the Merger Agreement), collectively, would not satisfy the 5% Ownership Condition (as defined in the Merger Agreement), then Purchaser shall have no obligation to purchase the Purchase Shares hereunder.

Related to Minimum IPO Shares

  • IPO Shares means the shares of Common Stock issued in the Company’s IPO;

  • Qualifying Preferred Stock means non-cumulative perpetual preferred stock of the Corporation that (a) ranks pari passu with or junior to all other preferred stock of the Corporation, and (b) either (x) is subject to a Qualifying Replacement Capital Covenant or (y) is subject to Intent-Based Replacement Disclosure and has a provision that prohibits the Corporation from paying any dividends thereon upon its failure to satisfy one or more financial tests set forth therein, and (c) as to which the transaction documents provide for no remedies as a consequence of non-payment of dividends other than Permitted Remedies.

  • Founder Shares Lock-up Period means, with respect to the Founder Shares, the period ending on the earlier of (A) one year after the completion of the Company’s initial Business Combination and (B) subsequent to the Business Combination, (x) if the closing price of the Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Company’s initial Business Combination or (y) the date on which the Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of Common Stock for cash, securities or other property.

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

  • 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.

  • Class A Preferred Shares shall have the meaning ascribed to it in Section 2.4(a).

  • Founder Shares shall have the meaning given in the Recitals hereto and shall be deemed to include the shares of Common Stock issuable upon conversion thereof.

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

  • Amalco Shares means the common shares in the capital of Amalco;

  • Qualifying Shares means shares of Common Stock which either (i) have been owned by the Grantee for more than six (6) months and have been “paid for” within the meaning of Rule 144 promulgated under the Securities Act, or (ii) were obtained by the Grantee in the public market.

  • 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.

  • VMTP Shares means Variable Rate MuniFund Term Preferred Shares, $0.00001 par value per share, liquidation preference $100,000 per share plus an amount equal to accumulated but unpaid dividends thereon (whether or not earned or declared), of the Trust. The preferences, voting powers, restrictions, limitations as to dividends, qualifications, and terms and conditions of redemption of each series of VMTP Shares are set forth in the VMTP Shares Statement.

  • Coop Shares Shares issued by a Cooperative Corporation.

  • Series A Preferred Shares means the Series A Preferred Shares of the Company, par value US$0.0001 per share, with the rights and privileges as set forth in the Memorandum and Articles.

  • Multiple Voting Shares means the multiple voting shares in the capital of the Corporation;

  • Equity Shares means the Common Shares and any shares of any other class or series of the Corporation which may from time to time be authorized for issue if by their terms such shares confer on the holders thereof the right to participate in the distribution of assets upon the voluntary or involuntary liquidation, dissolution or winding up of the Corporation beyond a fixed sum or a fixed sum plus accrued dividends;

  • Merger Shares has the meaning set forth in Section 2.2(c).

  • Lock-Up Shares has the meaning set forth in Section 4.1.

  • Series A Preference Shares means the Series A Preference Shares of £0.05 each in the capital of the Company.

  • Fully Diluted Company Shares means the total number of issued and outstanding shares of Company Common Stock, (a) after giving effect to the Company Preferred Stock or otherwise treating shares of Company Preferred Stock on an as-converted to Company Common Stock basis, and (b) treating all outstanding in-the-money Specified Company Warrants as fully vested and as if the Specified Company Warrants had been exercised for cash as of the Effective Time, but for the avoidance of doubt excluding any Company Securities described in Section 1.11(b).

  • Net Shares has the meaning provided in Section 2.12 hereof.

  • 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.

  • Fully Diluted Shares means total diluted shares as reported in the Company's Consolidated Income Statement for each fiscal year of the Performance Period, but shall exclude the dilutive effect of any restricted stock or restricted stock unit awards granted during the Performance Period and all options, restricted stock and other equity compensation granted to Directors during the Performance Period.

  • Founders’ Shares means 1,000 shares with a par value of $1 per share, 500 of which were issued to MACRO Securities Depositor, LLC and 500 of which were issued to Claymore Securities, Inc., in exchange for the Initial Deposit.

  • sweat equity shares means equity shares issued by a company to its employees or directors at a discount or for consideration other than cash for providing know-how or making available rights in the nature of intellectual property rights or value additions, by whatever name called;

  • Series D Preferred Shares means the Company’s series D preferred shares, par value US$0.00001 per share.