Set Aside Shares definition

Set Aside Shares means, with respect to any shares of Series E Preferred Stock to be redeemed by the holder thereof, a number of shares of Common Stock equal to the cash Redemption Price set forth in the applicable Redemption Notice divided by the average Common Stock Price over the three most recent business days; provided, however, that the number of Set Aside Shares shall be readjusted (i) every thirty days after the initial determination thereof with respect to any redemption of shares of Series Preferred Stock based upon the average Common Stock Price over the three then most recent business days and (ii) any time the Common Stock Price on any business day is five percent or more below the Common Stock Price most recently determined for purposes of calculating the number of Set Aside Shares with respect to such redemption of Series E Preferred Stock, and upon any such recalculation pursuant to clause (i) or clause (ii) of this definition the number of Set Aside Shares with respect to such redemption of Series E Preferred Stock shall be adjusted upward or downward (as applicable) by the Company within two business days thereafter such that the product of the number of Set Aside Shares and the Common Stock Price most recently determined with respect to such redemption of Series E Preferred Stock is equal to the applicable Redemption Price.
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Set Aside Shares means the number of shares of Parent ---------------- Common Stock, mutually determined by Parent and the Company, issued or to be issued to stockholders, option holders, employees, or other stakeholders of the Company in transactions related to the transactions contemplated by this Agreement. "Cash Merger Amount" means the amount obtained by subtracting the Set ------------------ Aside Cash (as defined below) from the Initial Cash Amount (as defined below) and then dividing that result by the number of shares of Company Common Stock outstanding immediately prior to the Effective Time. "Set Aside Cash" means the amount of cash, mutually determined by Parent and the Company, paid or to be paid by whatever means to stockholders, option holders, employees, or other stakeholders of the Company in transactions related to the transactions contemplated by this Agreement. "Initial Cash Amount" means the sum of the Cash ------------------- on Hand Amount (as defined in the next sentence) and the Loan Amount (as defined in Section 6.10 below). "Cash on Hand Amount" means $1,800,000 as may be reduced ------------------- pursuant to Section 3.5(c) below.
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Set Aside Shares has the meaning ascribed to it in Section 2.3 hereof.
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Examples of Set Aside Shares in a sentence

  • After receipt by the Escrow Agent from SoftLock's transfer agent of such new certificates evidencing the Escrow Shares in the requested denominations, the Escrow Agent shall set aside a number of Escrow Shares that are equal in value to the Amount in Controversy (such Escrow Shares being referred to herein as the "Set Aside Shares").

  • If Escrow Agent receives an Objection to Delivery within the time prescribed herein, Escrow Agent shall continue to hold the Set Aside Shares until delivery pursuant to Section 2.3(b).

  • If the Escrow Agent does not receive an Objection to Delivery from Seller within ten (10) days of delivery of the Demand for Delivery, the Escrow Agent shall promptly thereafter deliver the Set Aside Shares to SoftLock and thereupon the Escrow Agent shall be relieved of all obligations and released from all liability with respect to such transactions.

  • The foregoing adjustment is explained as follows: the original amount of 2,000,000 shares to be delivered to the Miletos Escrow Agent is being increased by 1,250,000 shares (the so called "Set Aside Shares") and reduced by _________ shares, such reduction reflecting certain settlements occurring prior to Effective Time with certain former members of Enikia, LLC and certain claimants of Enikia, LLC, including, without limitation, certain "bridge" and other lenders.

  • If Seller is of the opinion that SoftLock is not entitled to such Set Aside Shares under the terms and provisions of the Purchase Agreement, Seller shall deliver to the Escrow Agent, within twenty (20) days of receipt of the Demand for Delivery from the Escrow Agent, a written objection to delivery (the "Objection to Delivery") together with a concise written explanation of the ground or grounds for such Objection to Delivery, such objection to be made in good faith.

Related to Set Aside Shares

  • Set-Aside means 1) a specific type of housing development category that the ADOH has identified as a priority for allocating tax credits; or 2) an identified number of housing units that the Owner will agree to be held for use by tenants with a certain level of income or by tenants in a particular group as described in Section 2.6 of this QAP.

  • Parity Stock means any class or series of stock of the Corporation (other than Designated Preferred Stock) the terms of which do not expressly provide that such class or series will rank senior or junior to Designated Preferred Stock as to dividend rights and/or as to rights on liquidation, dissolution or winding up of the Corporation (in each case without regard to whether dividends accrue cumulatively or non-cumulatively).

  • Junior Stock means the Corporation’s common stock and any other class or series of stock of the Corporation hereafter authorized over which Series I Preferred Stock has preference or priority in the payment of dividends or in the distribution of assets on any liquidation, dissolution or winding up of the Corporation.

  • Dividend Parity Stock means any class or series of stock of the Corporation that ranks on a parity with the Series E in the payment of current dividends, including the Series A, the Series B, the Series C and the Series D.

  • Dividends shall have the meaning provided in Section 10.6.

  • Junior Shares means the Common Shares and any other class or series of shares of beneficial interest of the Trust now or hereafter issued and outstanding over which the Series 1 Preferred Shares has preference or priority in the payment of dividends or in the distribution of assets on any liquidation, dissolution or winding up of the Trust.

  • Senior Stock means any class or series of stock of the Company now existing or hereafter authorized which has preference or priority over the Series AA Preferred Stock as to the payment of dividends or in the distribution of assets on any voluntary or involuntary liquidation, dissolution or winding up of the Company.

  • Dividend means any dividend (whether interim or final) resolved to be paid on Shares pursuant to the Articles.

  • Liquidation Parity Stock means any class or series of stock of the Corporation, other than Series A Preferred Stock, that ranks equally with the Series A Preferred Stock as to the distribution of assets in connection with any liquidation, dissolution or winding up of the affairs of the Corporation.

  • Parity Securities has the meaning specified therefor in Section 2.02(b) of this Agreement.

  • Preference Stock means any and all series of preference stock, having no par value, of the Corporation.

  • Parity Shares means the APS and each other outstanding series of Preferred Shares the holders of which, together with the holders of the APS, shall be entitled to the receipt of dividends or of amounts distributable upon liquidation, dissolution or winding up, as the case may be, in proportion to the full respective preferential amounts to which they are entitled, without preference or priority one over the other.

  • Series C Preferred Units shall have the meaning provided in Section 1.

  • Applicable Stock means (i) the Company’s presently authorized series of preferred stock specified in the introductory paragraph of this Warrant, (ii) after the conversion of all of the outstanding shares of such series of preferred stock into Common Stock, either automatically or by vote of the requisite holders thereof, the Company’s Common Stock, and (iii) upon any conversion, exchange, reclassification or change, any security into which the securities described in clauses (i) or (ii) of this definition may be converted, exchanged, reclassified or otherwise changed.

  • Series Preferred means the Company’s presently authorized Series D Preferred Stock, and any stock into or for which such Series D Preferred Stock may hereafter be converted or exchanged, and after the automatic conversion of the Series D Preferred Stock to Common Stock shall mean the Company’s Common Stock, (b) the term “Date of Grant” shall mean July 31, 2002, and (c) the term “Other Warrants” shall mean any other warrants issued by the Company in connection with the transaction with respect to which this Warrant was issued, and any warrant issued upon transfer or partial exercise of or in lieu of this Warrant. The term “Warrant” as used herein shall be deemed to include Other Warrants unless the context clearly requires otherwise.

  • Special Dividend means any special or abnormal dividend or distribution in respect of securities (including a distribution of income or capital) and includes a dividend or distribution described by the entity declaring that dividend or distribution as:

  • Series A Preferred Units has the meaning assigned to such term in Section 5.11(a).

  • Preferred Units means a Partnership Interest, including the Series A Preferred Units, designated as a “Preferred Unit,” which entitles the holder thereof to a preference with respect to distributions, or as to the distribution of assets upon any Liquidation Event, over Common Units.

  • Preferred Shares means shares of Series A Junior Participating Preferred Stock, par value $.01 per share, of the Company having the rights and preferences set forth in the Form of Certificate of Designations attached to this Agreement as Exhibit A.

  • Fully Junior Shares means the Common Shares and any other class or series of shares of the Company now or hereafter issued and outstanding over which the Series E Preference Shares have preference or priority in both (i) the payment of dividends and (ii) the distribution of assets on any liquidation, dissolution or winding up of the Company.

  • Series D Preferred means the Corporation's Series D Convertible Preferred Stock, par value $.002 per share.

  • Preferred Stock Dividends means all dividends with respect to Preferred Stock of Restricted Subsidiaries held by Persons other than the Company or a Wholly Owned Restricted Subsidiary. The amount of any such dividend shall be equal to the quotient of such dividend divided by the difference between one and the maximum statutory federal income rate (expressed as a decimal number between 1 and 0) then applicable to the issuer of such Preferred Stock.

  • Preferred Dividends means, for any period and without duplication, all Restricted Payments paid during such period on Preferred Equity Interests issued by the Parent or a Subsidiary. Preferred Dividends shall not include dividends or distributions (a) paid or payable solely in Equity Interests (other than Mandatorily Redeemable Stock) payable to holders of such class of Equity Interests, (b) paid or payable to the Parent or a Subsidiary, or (c) constituting or resulting in the redemption of Preferred Equity Interests, other than scheduled redemptions not constituting balloon, bullet or similar redemptions in full.

  • Voting Parity Stock means, with regard to any matter as to which the holders of Designated Preferred Stock are entitled to vote as specified in Sections 7(a) and 7(b) of these Standard Provisions that form a part of the Certificate of Designations, any and all series of Parity Stock upon which like voting rights have been conferred and are exercisable with respect to such matter.

  • Series B Preferred Units means the Partnership's 8 5/8% Series B Cumulative Redeemable Partnership Units.

  • Cash Dividend means (i) any Dividend which is to be paid or made in cash (in whatever currency), but other than falling within paragraph (b) of the definition of “Spin-Off” and (ii) any Dividend determined to be a Cash Dividend pursuant to paragraph (a) of the definition of “Dividend”, and for the avoidance of doubt, a Dividend falling within paragraph (c) or (d) of the definition of “Dividend” shall be treated as being a Non-Cash Dividend.