Total Parent Shares definition

Total Parent Shares means the aggregate number of shares issued to the Company Stockholders as Merger Consideration pursuant to this Agreement;

Total Parent Shares means a number of shares of Parent Stock (rounded to the nearest share of Parent Stock) equal to the quotient obtained by dividing (a) the Total Stock Value by (b) the Collared Stock Price.

Total Parent Shares shall have the meaning set forth in Section 6.13(a).

Examples of Total Parent Shares in a sentence

• The Allocation Certificate shall set forth (a) a true and complete list of the Company Equity Holders immediately prior to the Effective Time and the number of shares of Company Common Stock and/or Company Stock Options owned by each such Company Equity Holder, and (b) the allocation of the Total Parent Shares among the Company Equity Holders pursuant to the Merger.

• The Total Parent Shares shall be paid in accordance with the provisions of Section 2.1, Section 2.2, Section 2.4 and Section 2.5(a).

• The Estimated Aggregate Merger Consideration shall be subject to adjustment as set forth in Section 2.9. The Estimated Aggregate Merger Consideration shall be paid in both cash (subject to adjustment as provided herein) and the Total Parent Shares in accordance with the provisions of Section 2.1, Section 2.2, Section 2.4 and Section 2.5(a).

• The Company shall prepare and deliver to Parent at the Closing a certificate signed by the Chief Financial Officer and Secretary of the Company in a form reasonably acceptable to Parent as to the capitalization of the Company immediately prior to the Effective Time and the allocation of the Total Parent Shares among the holders of shares of Company Common Stock and Company Stock Options (collectively, the “Company Equity Holders”) pursuant to the Merger (the “Allocation Certificate”).

• All outstanding warrants, including Company Warrants, shall have been exercised or terminated, provided that Parent may, in its sole discretion, notify the Company of its decision to assume any outstanding warrants and rely upon the adjustment to the Total Parent Shares provided in Section 1.7(a)(5) hereof.

More Definitions of Total Parent Shares

Total Parent Shares means the number of shares of Parent Common Stock that is equal to (i) SEVENTEEN MILLION TWO HUNDRED FIFTY THOUSAND (17,250,000), less (ii) the Company Shareholder Transaction Expense Shares.

Total Parent Shares means, collectively, the Parent Shares and the Additional Parent Shares (as defined in Section 4), if any, issued pursuant to Section 4.

Total Parent Shares means an amount of Parent Common Stock equal to (A) the Total Base Merger Value divided by (B) the Closing Stock Price; provided, however, that in no event shall the Total Parent Shares exceed the Parent Share Cap unless Parent agrees otherwise in writing that the Total Parent Shares shall nevertheless mean an amount of Parent Common Stock equal to the Total Base Merger Value divided by the Closing Stock Price; provided further, that in the event that (1) the Closing Stock Price is less than the Announcement Stock Price or (2) Parent agrees in writing pursuant to the immediately preceding clause that the Total Parent Shares shall mean an amount of Parent Common Stock equal to the Total Base Merger Value divided by the Closing Stock Price, then Parent may in its sole discretion elect to substitute cash for shares of Parent Common Stock at a per share rate equal to the Closing Stock Price, so long as such substitution would not cause the Merger to fail to qualify as a “reorganization” pursuant to the provisions of Section 368(a) of the Code, in which case the Total Parent Shares shall mean the amount of Parent Common Stock remaining after such substitution and “Total Parent Cash” shall mean the aggregate amount of cash so substituted.

Total Parent Shares means the quotient of (a) the Aggregate Closing Stock Consideration divided by (b) the Parent Trading Price.

Total Parent Shares means (A) (i) $6,750,000 minus (ii) the Working Capital Deficiency, if any, divided by (B) the Parent Share Price; notwithstanding the foregoing, in no event shall the Total Parent Shares exceed the Share Cap.

Total Parent Shares has the meaning set forth in Section 2.1(e)(i).

Total Parent Shares. Section 1.9.1(a)(i) “Transfer Restrictions” Section 5.5(a) “Unaudited Monthly Financials” Section 4.8 Term Location “Unaudited Quarterly Financials” Section 4.8 “Underlying Leases” Section 2.12.1 “Units” Recitals “WARN” Section 2.25.2