Put Shares means all shares of Common Stock issued, or that the Company shall be entitled to issue, per any applicable Put Notice in accordance with the terms and conditions of this Agreement.
Earn-Out Shares has the meaning provided in Section 2.2(b).
Remaining Shares has the meaning set forth in Section 4.1.2.
Earnout Shares has the meaning set forth in Section 3.6(a).
Per Share Purchase Price equals $1.00, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the date of this Agreement.
Share Purchase Price shall have the meaning ascribed to such term in Section 2.1(b).
Option Closing Purchase Price shall have the meaning ascribed to such term in Section 2.2(b), which aggregate purchase price shall be net of the underwriting discounts and commissions.
Purchase Shares has the meaning set forth in Section 2.1.
Minimum Purchase Price has the meaning set forth in Section 2.04.
Pre-Funded Warrant Shares means the shares of Common Stock issuable upon exercise of the Pre-Funded Warrants.
Option Shares shall have the meaning ascribed to such term in Section 2.2(a).
Closing Purchase Price shall have the meaning ascribed to such term in Section 2.1(b), which aggregate purchase price shall be net of the underwriting discounts and commissions.
PIPE Shares shall have the meaning given in the Recitals hereto.
Subscription Shares has the meaning ascribed to it in Section 2.1.
Sale Shares shall have the meaning set forth in Recital B above; and
Closing Shares shall have the meaning ascribed to such term in Section 2.1(a)(i).
Buyer Shares means the common stock, with a par value of $0.0001 per share, of Buyer.
Consideration Shares shall have the meaning set forth in Section 2.7(c).
Adjustment Shares shall have the meaning set forth in Section 11(a)(ii) hereof.
Purchased Shares has the meaning set forth in Section 2.01.
Maximum Purchase Price has the meaning assigned to the term in the Pricing Side Letter.
Sold Shares shall have the meaning specified in Section 6.
Offered Shares has the meaning set forth in Section 3.02(a).
Warrant Share Delivery Date shall have the meaning set forth in Section 2(d)(i).
VWAP Purchase Share Volume Maximum means a number of shares of Common Stock traded on the Principal Market during normal trading hours on the VWAP Purchase Date equal to: (i) the VWAP Purchase Share Estimate, divided by (ii) the VWAP Purchase Share Percentage (to be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction).
VWAP Purchase Share Estimate means the number of shares of Common Stock that the Company has in its sole discretion irrevocably instructed its Transfer Agent to issue to the Buyer via the Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program in connection with a VWAP Purchase Notice pursuant to Section 1(c) hereof and issued to the Buyer’s or its designee’s balance account with DTC through its Deposit Withdrawal At Custodian (DWAC) system on the VWAP Purchase Date (to be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction).