Parent Consideration Shares definition

Parent Consideration Shares has the meaning assigned to it in Section 3.1(a)(i).

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Parent Consideration Shares means the Parent Ordinary Shares that underlie the Parent ADSs to be issued pursuant to the Merger.

Parent Consideration Shares has the meaning assigned to it in Section 3.1(a)(i). “Parent SEC Reports” has the meaning assigned to it in Section 4.3(e).

Examples of Parent Consideration Shares in a sentence

Within five (5) Business Days of Parent’s request, Seller shall deliver to Parent such information in Seller’s possession that is reasonably requested in writing by Parent in respect of the registration of the Parent Consideration Shares, including a completed and signed registration statement representation letter and questionnaire reasonably acceptable to Seller (the “Selling Shareholder Questionnaire”).
Assuming the accuracy of the representations and warranties of Seller contained in this Agreement, the sale and issuance of the Parent Consideration Shares to Seller pursuant to this Agreement is exempt from the registration requirements of the Securities Act, and neither Parent nor any authorized agent acting on its behalf has taken or will take any action hereafter that would cause the loss of such exemptions.
As of the date of this Agreement, Parent is eligible to register the resale of the Parent Consideration Shares for resale by Seller under Form S-3 promulgated under the Securities Act.
Seller understands that the Parent Consideration Shares will be characterized as “restricted securities” under federal securities Laws and, under such Laws, the Parent Consideration Shares cannot be sold or otherwise disposed of absent an effective registration statement or in a transaction exempt from the registration requirements of the Securities Act.
To Parent’s Knowledge, no suit, action or other proceeding has been threatened or is pending against Parent before any Governmental Authority, and there exist no unsatisfied judgments against Parent, in each case that could result in Parent’s inability to consummate the transactions contemplated hereby or materially affect the value of the Parent Consideration Shares.

More Definitions of Parent Consideration Shares

Parent Consideration Shares means 1,125,926 shares of Parent's Series B Non-Voting Convertible Preferred Stock; provided, however if the VWAP of the Class B Common Stock for the five (5) trading days immediately preceding the Closing Date is less than 8.60, Parent shall deliver additional shares of Parent's Series B Non-Voting Convertible Preferred Stock such that the total number of shares of Parent's Series B Non-Voting Convertible Preferred Stock, valued equally, on per share basis, to the VWAP of the Class B Common Stock for the five (5) trading days immediately preceding the Closing Date for the purposes of this calculation, equals no less than $9,680,000.

Parent Consideration Shares means (i) 3,700,000 shares of Parent Common Stock minus (ii) the number of shares equal to (a) 50% of the aggregate principal amount loaned by Parent to Seller prior to the Closing Date plus all accrued interest minus $212,000 paid to ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ in connection with the Enterprise Infrastructure Equipment License Agreement, dated as of November 22, 2000, divided by (b) the Trading Price.

Parent Consideration Shares means the number of ordinary shares in Parent equal to the quotient (rounded up to the nearest whole share) obtained by dividing (a) $14,940,000 by (b) the price at which ordinary shares in Parent are placed to institutional investors in the placement under the Securities Offering, such price converted into US dollars at the exchange rate of $0.7777.

Parent Consideration Shares means (i) the sum of (a) $5,000,000, minus (b) the amount (if any) by which the Closing Assumed Liabilities plus the Company Transaction Costs (in each case, to the extent not paid at or prior to Closing) minus 50% of Closing A/R and Cash exceeds Target Assumed Liabilities, plus (c) the amount (if any) by which the Closing Assumed Liabilities plus the Company Transaction Costs (in each case, to the extent not paid at or prior to Closing) minus 50% of Closing A/R and Cash is less than Target Assumed Liabilities, divided by (ii) the Parent Trading Price, as adjusted pursuant to Section 3.5(c).

Parent Consideration Shares means the Parent Ordinary Shares that underlie the Parent ADSs to be issued pursuant to the Merger. “Parent Disclosure Schedule” means the Parent Disclosure Schedule delivered to the Company on the date of this Agreement.

Parent Consideration Shares means 1,125,926 shares of Parent's Series B Non-Voting Convertible Preferred Stock; provided, however if the VWAP of the Class B Common Stock for the five (5) trading days immediately preceding the date of this Amendment is less than 8.60, Parent shall deliver additional shares of Parent's Series B Non-Voting Convertible Preferred Stock such that the total number of shares of Parent's Series B Non-Voting Convertible Preferred Stock, valued equally, on per share basis, to the VWAP of the Class B Common Stock for the five (5) trading days immediately preceding the date of this Amendment for the purposes of this calculation, equals no less than $9,680,000.

Parent Consideration Shares means the number of Parent Shares to be issued equal to the Parent Share Purchase Price, divided by the price per share of Parent Shares to be issued in connection with any Business Combination that is completed by the Share Issuance Kick-Out Date. For the avoidance of doubt, the Parent Consideration Shares shall be the same class of stock held by stockholders of SAG following the Business Combination.