Subject Share definition

Subject Share or “Subject Shares” has the meaning set forth in Section 2.01(a).
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Subject Share means any share of the common stock of the Company as set forth in Section 4A(b) of the Sellers' Disclosure Schedule.
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Subject Share means a Common Share delivered in satisfaction of the right evidenced by a Subscription Receipt pursuant to the terms hereof following a Trigger Event.”
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Examples of Subject Share in a sentence

  • If the Option becomes exercisable upon a Termination Trigger Event, then, at the option of Purchaser and in lieu of any exercise of the Option, Purchaser may require the Stockholder to sell the Subject Shares pursuant to any Takeover Proposal then pending and to remit to Purchaser with respect to each Subject Share sold the gross proceeds from such sale less the Per Share Purchase Price.

  • Stockholder hereby grants to Parent an irrevocable option (the "Option") to purchase, on the terms and subject to the provisions set forth herein, any or all of the Subject Shares at a price per Subject Share equal to $32.30 (the "Purchase Price").

  • Except as contemplated by this Agreement, such Holder has the sole right to vote (including the right to control such vote as contemplated herein) the Subject Shares, and no Subject Share is subject to any voting trust or other agreement with respect to the voting thereof.

  • If for any reason the proxy granted herein is not irrevocable, each Shareholder agrees to vote such Shareholder’s Subject Share in accordance with Section 2(a) hereof.

  • Each Stockholder will cause its controlled Affiliates to grant such an irrevocable proxy with respect to each Subject Share now Beneficially Owned or hereafter acquired by such controlled Affiliates.

  • To the extent that any Seller shall not have complied with the preceding two paragraphs (or, if applicable, the provisions of the following paragraph) with respect to any Subject Shares, the Offeror shall have, in addition to any other remedies it may have, the option to acquire all of such Subject Shares for the Consideration for each Subject Share for which such option is exercised.

  • Stockholders hereby grant to Parent an irrevocable option (the "Option") to purchase the Subject Shares on the terms and subject to the conditions set forth herein, at a price per Subject Share equal to $45.50 in cash or any higher price paid or to be paid by Parent and Purchaser pursuant to the Offer (such price being referred to as the "Option Consideration").

  • If, after purchasing Subject Shares pursuant to the exercise of the Option, Merger Sub or any of its affiliates effects a Merger Sub Business Combination (as defined below) during the period commencing on the Option Closing Date and ending 18 months thereafter, Merger Sub shall promptly pay over to the Stockholder, as additional purchase price for the Subject Shares, the Excess Price, if any, for each Subject Share so purchased.

  • The Stockholder hereby grants to Merger Sub (or its designee) an irrevocable option (the "OPTION") to purchase the Subject Shares at an exercise price of 0.40 Subordinate Shares per Subject Share (the "EXERCISE PRICE").

  • Any fraction of a Subject Share which would be required to pay such Purchase Price shall be disregarded and the remaining amount due shall be paid in cash by the Investor.

Related to Subject Share

  • Subject Shares means that number of Shares set forth on the Securityholder’s signature page attached to this Agreement, being all of the Shares owned legally or beneficially, either directly or indirectly, by the Securityholder or over which the Securityholder exercises control or direction, either directly or indirectly, and shall further include any Shares issued upon the conversion, exercise or vesting, as applicable, of Convertible Securities or otherwise acquired by the Securityholder after the date hereof.

  • Owned Shares means all shares of Company Common Stock and any other equity securities of the Company which are beneficially owned by Stockholder as of the date hereof, as set forth on Schedule I.

  • Covered Shares means, with respect to the Shareholder, (i) the Existing Shares, together with (ii) any shares of Common Stock or other voting capital stock of the Company and any securities convertible into or exercisable or exchangeable for shares of Common Stock or other voting capital stock of the Company, in each case under this clause (ii) that such Shareholder acquires Beneficial Ownership of on or after the date hereof.

  • Sale Share means a Share which is sold or disposed of in accordance with this Schedule.

  • Company Share means one share of common stock of the Company, $0.01 par value per share.

  • Class A Shareholder means a holder of Class A Shares;

  • Seller’s Share of any amount means the greater of: (a) $0 and (b) such amount minus the product of (i) such amount multiplied by (ii) the Purchased Interest.

  • Voting Share means (i) a Common Share of the Company and (ii) any other share of capital stock of the Company entitled to vote generally in the election of directors or entitled to vote together with the Common Shares in respect of any merger, consolidation, sale of all or substantially all of the Company's assets, liquidation, dissolution or winding up. References in this Agreement to a percentage or portion of the outstanding Voting Shares shall be deemed a reference to the percentage or portion of the total votes entitled to be cast by the holders of the outstanding Voting Shares.

  • Retained Shares has the meaning set forth in the recitals.

  • Transferred Shares means all or any portion of a Member’s Shares that the Member seeks to Transfer.

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

  • Target Share means any share of the Common Stock of the Target.

  • Stockholder Shares means the shares of common stock of the Company issued to Stockholder in accordance with the terms and conditions of the Reorganization Agreement, including such shares of common stock of the Company transferred from Stockholder to The Cendant Charitable Foundation, and any securities of the Company issued as a dividend on or other distribution with respect to, or in exchange for or replacement of, such common stock.

  • Special Voting Share means the one share of Series B Special Voting Preferred Stock with no par value, issued by US Gold to and deposited with the Trustee, which entitles the holder of record to a number of votes at meetings of holders of US Gold Common Stock equal to the number of Exchangeable Shares outstanding from time to time that are held by Non-Affiliated Holders.

  • 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.

  • Optioned Shares means Shares subject to an Award granted pursuant to this Plan.

  • Seller Shares means all shares of Common Stock of the Company owned as of the date hereof or hereafter acquired by a Common Holder, as adjusted for any stock splits, stock dividends, combinations, subdivisions, recapitalizations and the like.

  • Option Share has the meaning ascribed to it in section "4.7" hereinbelow;

  • 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).

  • Per Share Merger Consideration has the meaning set forth in Section 3.1(a).

  • Time-share estate means a right to occupy a condominium unit or any of several condominium units during 5 or more separated time periods over a period of at least 5 years, including renewal options, coupled with a freehold estate or an estate for years.

  • Sale Shares shall have the meaning set forth in Recital B above; and

  • Voting Shares means those shares or other interests that have the power to elect the board of directors or similar governing body of an entity.

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

  • Sold Shares shall have the meaning specified in Section 6.

  • Common Stockholder means the employee of, consultant to, or director of the Company or other person to whom shares of Common Stock are issued pursuant to this Plan.