Second Anniversary Shares definition

Second Anniversary Shares has the meaning specified in Section 3.02(a).
Sample 1
Second Anniversary Shares means the Initial Covered Shares beneficially owned by a Main Partner that are not transferable hereunder without Transfer Restrictions until the second anniversary of Closing (totaling approximately 35.0% of the Initial Covered Shares beneficially owned by a Main Partner).
Sample 1

Examples of Second Anniversary Shares in a sentence

  • The Purchaser has all necessary corporate power and has taken all corporate action required to authorize its execution and delivery of, and its performance under, the Transaction Documents to which it is a party and has all necessary corporate power and has taken all corporate action required to authorize its purchase of the Initial Shares, the First Anniversary Shares, the Second Anniversary Shares and the Milestone Shares and to consummate the other transactions contemplated by the Transaction Documents.

  • The Company has all necessary corporate power and has taken all corporate action required to authorize its execution and delivery of, and its performance under, the Transaction Documents and the Company has all necessary corporate power and has taken all corporate action required to authorize the issuance and sale of the Initial Shares, the First Anniversary Shares, the Second Anniversary Shares and the Milestone Shares and to consummate the other transactions contemplated by the Transaction Documents.

  • The purchase and sale of the Second Anniversary Shares shall take place at the Second Anniversary Closing, to be held at the principal offices of the Company, at 10:00 a.m. (local time) on the date determined pursuant to subsection (a) above, or at such other location, time, or date as may be mutually agreed upon.

  • Notwithstanding anything herein to the contrary, a Covered Person may Transfer Covered Shares to a Permitted Transferee, subject to the requirements set forth in this Agreement; provided, however, that Main Partners may not Transfer (a) any Second Anniversary Shares to a Permitted Transferee before the second anniversary of Closing, or (b) any Contingent Covered Shares to a Permitted Transferee before the third anniversary of the date on which the Contingent Covered Shares are issued to Main Partners.

Related to Second Anniversary Shares

  • Class A Ordinary Share Value means, as of the close of business on the day preceding the date, the volume weighted average trading price of the Class A Ordinary Shares on all trading platforms or trading systems on which the Class A Ordinary Shares are being traded over the forty-five (45) trading days then ended, provided, that if the total aggregate trading volume over such 45-trading-day period is less than 5% of the public float, such period shall be extended to the ninety (90) trading days then ended, provided, further, if the total aggregate trading volume over such 90-trading-day period is less than 5% of the public float, the holder of the Class B Ordinary Shares shall request that the Board obtain an appraisal of the value of the Class A Ordinary Shares from one or more independent nationally-recognized third party appraisal companies and such appraisal shall constitute the Class A Ordinary Share Value.

  • Ordinary Shares Equivalents means any securities of the Company or the Subsidiaries which would entitle the holder thereof to acquire at any time Ordinary Shares, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Ordinary Shares.

  • 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.

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

  • 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.

  • Over-Allotment Units means the additional number of Private Units the Sponsor will be required to purchase in the event that the underwriters in the Company’s initial public offering exercise their over-allotment option, as described in the prospectus relating to the Company’s initial public offering.

  • Per Share Value means the average value of the consideration to be received in respect of each outstanding Common Share pursuant to the Qualifying Transaction as determined by mutual agreement of the Independent Directors (as defined in Section 2(b)(i) below) and the holders of a majority in interest of all outstanding warrants to purchase Common Shares containing this provision, or, if they shall fail to agree, by an Investment Bank.

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

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

  • New Ordinary Shares means the new Ordinary Shares arising on Conversion of the C Shares;

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

  • Primary Shares means at any time the authorized but unissued shares of Common Stock or shares of Common Stock held by the Company in its treasury.

  • Early Preference Share Valuation Date means the date specified as such in the relevant Early Preference Share Redemption Notice which shall fall not less than one day and not more than 180 days following the day such Early Preference Share Redemption Notice is given. The Early Preference Share Redemption Notice may provide that such date is subject to adjustment in accordance with certain disruption or adjustment events, as determined by the Calculation Agent.

  • A Ordinary Shares means the A ordinary shares of £0.01 each in the capital of the Company;

  • 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.

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

  • Number of Shares As specified in the placement notice substantially in the form attached to the Equity Distribution Agreement as Exhibit A (the “Placement Notice”) delivered by Counterparty to Dealer in respect of the Transaction; provided, however, that in the event that Dealer, in its commercially reasonable judgment, determines that it is unable (via the Agent) through commercially reasonable efforts to establish a commercially reasonable hedge position in such number of Shares in accordance with the Placement Notice in light of market liquidity conditions and/or the provisions of Section 3 of the Equity Distribution Agreement, the Number of Shares shall equal the aggregate number of Shares actually sold through the Agent acting as forward seller for Dealer (in connection with the establishment of a commercially reasonable hedge position) pursuant to the Equity Distribution Agreement during the period from and including the Trade Date through and including the Hedge Completion Date; provided further, however, that on each Settlement Date, the Number of Shares shall be reduced by the number of Settlement Shares settled on such date.

  • NAV per Share means the value of a Share determined under Section 4.1.

  • Option Shares shall have the meaning ascribed to such term in Section 2.2(a).

  • Class B Ordinary Share means an Ordinary Share of a par value of US$0.0001 in the capital of the Company, designated as a Class B Ordinary Share and having the rights provided for in these Articles;

  • Class A Common Shares means shares of the Class A Common Stock, par value $.01 per share, of the Company.

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

  • Capital Shares Equivalents means any securities, rights, or obligations that are convertible into or exchangeable for or give any right to subscribe for any Capital Shares of the Company or any warrants, options or other rights to subscribe for or purchase Capital Shares or any such convertible or exchangeable securities.

  • Total Shares means (without double-counting), as of a particular date of determination, the algebraic sum of: (A) the Initial Shares, plus (B) the Additional Shares, minus (C) all Buyback Shares repurchased or redeemed between the Effective Date and such date of determination.

  • Class C Ordinary Share shall have the meaning ascribed to it in Section 2.4(a).

  • 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).