Number of Parent Shares definition

Number of Parent Shares means 2,000,000 shares of Parent Stock PLUS (a) the Funded Debt Adjustment (which may be a positive or negative number of shares of Parent Stock), PLUS (b) the Medford Property Adjustment, MINUS (c) the Option Adjustment.
Sample 1
Number of Parent Shares means 1,300,000 shares of Parent Stock multiplied by a fraction, the numerator of which is $42.3077 and the denominator of which is the Average Share Price; provided that if application of the foregoing formula would result in the issuance of fewer than 1,150,000 shares of Parent Stock at Closing, the Number of Parent Shares shall be 1,150,000. Notwithstanding the foregoing, the Number of Parent Shares shall be subject to adjustment pursuant to Section 2.13.
Sample 1

Examples of Number of Parent Shares in a sentence

  • The parties hereto acknowledge and agree that Parent is relying on the covenants and agreements set forth in this section, that without such covenants Parent would not enter into the Merger Agreement or consummate the Merger or the other transactions contemplated thereby, and that the Number of Parent Shares Per Holder Stockholder is entitled to receive at the Effective Time are sufficient consideration to make the covenants and agreements set forth herein enforceable.

  • Engineering Plastics Company Limited By: /s/ Xxx Xxx Name: Xxx Xxx Title: Director Schedule A (A) Rollover Stockholder Name (B) Number of Rollover Shares (C) Other Securities (Type/Number) (D) Number of Parent Shares and % Beneficial Ownership of Parent XXX XXX · 27,104,266 Common Shares N/A 70.89% XD.

  • Notwithstanding the other provisions of this Article 2, Parent shall deliver to the Escrow Agent (i) ten percent (10%) of all Earn-Out Payments (subject to subparagraphs (i) and (ii) of this Section 2.6(h), below), as and when payable to the Shareholders, and (ii) that number of shares of Parent Stock as equals (x) the Number of Parent Shares multiplied by (y) 0.10, and rounded to a whole number of shares on a holder-by-holder basis (collectively the "ESCROW DEPOSIT").

  • Xxxxxx Its: Trustee Mxxxxxx Xxxxxx By: Exhibit A Shareholder Number of Company Shares Owned by Shareholders Immediately Before the Closing Number of Parent Shares Owned by Shareholders Immediately After the Closing*** CAM Family Trust 29,014 29,014 Rebel Family Trust 4,020 4,020 Exxxxx X.

  • Notwithstanding the other provisions of this Article 2, Parent shall deliver to the Depositary Agent that number of shares of Parent Stock as equals (a) the Number of Parent Shares multiplied by (b) 0.20, and rounded to a whole number of shares on a holder-by-holder basis (the "Indemnity Shares").

  • The number of shares of Parent Stock to be issued in the Merger in exchange for the acquisition by Parent of all outstanding shares of Company Stock, all other capital stock of any class or series, and all outstanding options, warrants, or other securities to acquire capital stock of the Company (other than the Company Options) shall not exceed the Number of Parent Shares.

  • Promptly after the Effective Time, Parent shall make available to the Exchange Agent for exchange, in accordance with this Article I, the balance of the Aggregate Number of Parent Shares not deposited into the escrow account under Section 1.8(i) of this Agreement.

  • The holder of each Certificate shall receive such holder's respective PRO RATA portion of (A) the Aggregate Number of Parent Shares at the Closing (based on the Exchange Ratio) and (B) the Additional Parent Shares (based on the Additional Stock Exchange Ratio) and the Undistributed Converted Debt Parent Shares (based on the Undisputed Stock Exchange Ratio) with receipt for such shares at the Subsequent Closing.

  • By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: President THE COMPANY: VIRTUAL MEDICAL CENTRE, LIMITED By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Managing Director Schedule 1.1(b) List of Stockholders and Number of Parent Shares to be Issued to Each.

  • As soon as practicable after the Effective Time, and subject to and in accordance with the provisions of Section 7.2, Parent will cause to be deposited with Alpha Tech Transfer & Trust (the "ESCROW AGENT") a certificate or certificates evidencing 20.0% of the Aggregate Number of Parent Shares (after adding back all of the Converted Debt Parent Shares) to be issued under Section 1.6(a).

Related to Number of Parent Shares

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

  • Number of Option Shares means shares of Stock, as adjusted from time to time pursuant to Section 9.

  • Buyer Shares means the common stock, with a par value of $0.0001 per share, of Buyer.

  • Parent Stock means the common stock, par value $0.01 per share, of Parent.

  • Number of Shares As of any date, the product of (i) the Number of Options, (ii) the Conversion Rate and (iii) the Applicable Percentage.

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

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

  • Additional Shares shall have the meaning specified in Section 14.03(a).

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

  • Co-op Shares Shares issued by private non-profit housing corporations.

  • Buyer Preferred Stock means the preferred stock, par value $0.001 per share, of Buyer.

  • Buyer Stock means the common stock, par value $0.0001 per share, of Buyer.

  • Reserved Shares means initially, [ ] Shares. The Reserved Shares may be increased or decreased in a Supplemental Confirmation.

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

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

  • Parent Shareholder Approval means the approval of (a) the Parent Share Issuance at the Parent Shareholders Meeting by the affirmative vote of a majority of the total votes cast by the holders of Parent Common Stock entitled to vote thereon, (b) the Parent Charter Amendment at the Parent Shareholders Meeting by the affirmative vote of a majority of the shares of Parent Common Stock outstanding and entitled to vote thereon and (c) the Parent Bylaw Amendment at the Parent Shareholders Meeting by the affirmative vote of a majority of the outstanding shares of Parent Common Stock entitled to vote thereon.

  • Coop Shares Shares issued by a Cooperative Corporation.

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

  • Original Shares means, when used in reference to any one or more Stockholders, the Shares held by such Stockholder or affiliated funds on November 30, 2010, or any shares or other securities into which or for which such Shares may have been converted or exchanged in connection with any exchange, reclassification, dividend, distribution, stock split, combination, subdivision, merger, spin-off, recapitalization, reorganization or similar transaction.

  • Parent Warrants means the outstanding warrants to purchase Parent Common Stock.

  • Stock Election Shares shall have the meaning set forth in Section 3.2.1.

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

  • 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.

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

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

  • Rollover Shares has the meaning given in the recitals.