Trigger Shares definition

Trigger Shares has the meaning given to it in paragraph 1.13(a) of schedule 4 (Secretary of State Transfers);
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Trigger Shares means, with respect to each Initial Stockholder, the number of shares of Company Common Stock listed next to his name on the signature page hereof and the term “Trigger Release Date” means the last day of the first twenty (20) consecutive trading day period commencing after the Closing Date during which (i) the volume-weighted average price of the Company’s Common Stock is equal to or greater than $7.00 per share and (ii) the average daily trading volume of the Company’s Common Stock is at least 25,000 shares (in each case based on information obtained from the equity page for the Company provided by the Bloomberg reporting service). If the Trigger Release Date does not occur by February 19, 2008, the Trigger Shares shall be canceled by the Escrow Agent in its capacity as Transfer Agent of the Company and the certificates representing the Trigger Shares shall be destroyed by the Escrow Agent. For purposes hereof, the delivery to the Escrow Agent of a “Trigger Release Notice” that has become effective pursuant to Section 4(b) of the Revised Escrow Agreement (as defined in the Merger Agreement) shall be sufficient to establish the occurrence of the Trigger Release Date. The Initial Stockholders shall deliver to the Escrow Agent sufficient stock powers executed in blank, with medallion signature guarantees, to enable the Escrow Agent, in its capacity as Transfer Agent of the Company, to reissue the Escrow Shares in such denominations as will provide separate stock certificates for each Initial Stockholder’s Trigger Shares.
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Trigger Shares has the meaning given in Section 2.4(a).
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Examples of Trigger Shares in a sentence

  • The Trigger Shares shall be subject to a lockup arrangement which shall prohibit any sale, transfer, pledge or other conveyance of the Trigger Shares for a period of two years from the Effective Date.

  • Following expiration of the lockup arrangement, SkyTerra will provide Inmarsat with registration rights in respect of the Trigger Shares in accordance with and subject to the conditions of the Registration Rights Agreement.


More Definitions of Trigger Shares

Trigger Shares means Restricted Shares set forth in a Trigger Notice and not repurchased in connection with such notice pursuant to Section 3; provided, however, that Restricted Shares that are not so repurchased shall, to the extent applicable, continue to be subject to vesting in accordance with the Vesting Schedule annexed hereto.
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Trigger Shares has the meaning ascribed to it in the recitals.
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Related to Trigger Shares

  • VMTP Shares has the meaning set forth in the preamble to this Agreement.

  • Stock Election Shares shall have the meaning set forth in Section 3.2.1.

  • 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.

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

  • Parent Shares means the shares of common stock, par value $1.00 per share, of Parent.

  • Buyer Shares means the common stock, with a par value of $0.0001 per share, of Buyer.

  • Fully Diluted Shares means an amount equal to the sum of (a) the total number of shares of Common Stock outstanding immediately prior to the Effective Time, plus (b) the total number of shares of Common Stock that all In-the-Money Options outstanding immediately prior to the Effective Time are exercisable into at such time and without any withholding of shares to pay the exercise price or Taxes.

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

  • Class C Shares means the shares of Class C common stock of the Company.

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

  • Dividend Shares means the shares of Common Stock issuable in payment of dividends payable on the Preferred Shares in accordance with the terms of the Certificate of Designation.

  • Coop Shares Shares issued by a Cooperative Corporation.

  • 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 or (B) subsequent to the Business Combination, (x) if the last sale 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.

  • Exchange Shares has the meaning set forth in Section 2.01(b).

  • Per Share Stock Consideration has the meaning set forth in Section 3.01(a)(i).

  • Initial Shares means a number of Registrable Securities equal to the lesser of (i) the total number of Registrable Securities and (ii) one-third of the number of issued and outstanding shares of Common Stock that are held by non-affiliates of the Company on the day immediately prior to the filing date of the Initial Registration Statement.

  • Qualifying Shares means shares of Common Stock which either (i) have been owned by the Grantee for more than six (6) months and have been “paid for” within the meaning of Rule 144 promulgated under the Securities Act, or (ii) were obtained by the Grantee in the public market.

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

  • Qualified shares means all shares entitled to be voted with respect to the transaction except for shares that the secretary or other officer or agent of the corporation authorized to count votes either knows, or under subsection 4 is notified, are held by:

  • Consideration Shares shall have the meaning set forth in Section 2.7(c).

  • Public Shares means the Ordinary Shares included in the Units issued in the Public Offering; (vi) “Trust Account” shall mean the trust account into which a portion of the net proceeds of the Public Offering and the sale of the Private Placement Warrants shall be deposited; (vii) “Transfer” shall mean the (a) sale of, offer to sell, contract or agreement to sell, hypothecate, pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position or liquidation with respect to or decrease of a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder with respect to, any security, (b) entry into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any security, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (c) public announcement of any intention to effect any transaction specified in clause (a) or (b); and (viii) “Charter” shall mean the Company’s Amended and Restated Memorandum and Articles of Association, as the same may be amended from time to time.

  • Pre-Funded Warrant Shares means the shares of Common Stock issuable upon exercise of the Pre-Funded Warrants.

  • Merger Shares has the meaning set forth in Section 2.2(c).

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

  • Lock-Up Shares has the meaning set forth in Section 4.1.

  • Shares means the interests of Shareholders corresponding to the redeemable securities of record issued by the Fund under the Investment Company Act of 1940 that are held by the Intermediary.