Maximum Share Number Clause Samples

The Maximum Share Number clause sets a cap on the total number of shares that may be issued or allocated under a specific agreement or plan. In practice, this means that even if there is demand or eligibility for more shares, the issuer cannot exceed the predetermined maximum limit. For example, in an employee stock option plan, this clause would restrict the total options granted to all employees to a fixed number. The core function of this clause is to control dilution and provide certainty to both the company and stakeholders about the extent of share issuance, thereby managing expectations and protecting existing shareholders' interests.
Maximum Share Number. Notwithstanding Section 1.1 above, in the event the number of Shares would otherwise constitute more than (i) nineteen and nine-tenths percent (19.9%) of the Actual Voting Power (as defined in Section 5.1(i)) or (ii) twenty percent (20%) of the number of shares issued in the IPO (including any shares covered by a related registration statement filed pursuant to Rule 462(b) of the Securities Act but excluding any shares issued or to be issued in an overallotment option), then in either case (i) or (ii) above the Investment Amount (and correspondingly the number of shares purchased by the Purchaser) shall be reduced by the minimum dollar amount and share amount necessary to avoid either such event.
View SourceView Similar (6)
Maximum Share Number. For purposes of this Agreement, the term "Maximum Share Number" shall mean, as of any time of determination, such number of Shares that, when taken together with all shares of the Company Common Stock that Parent or any of its Affiliates (i) owns directly or indirectly, beneficially or of record, at such time of determination and (ii) has the right to acquire, at such time of determination, from Joseph Littlejohn & Levy, L.P. and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇ ▇▇▇▇ II, L.▇. ▇▇ ▇▇▇▇▇▇▇▇▇▇ wi▇▇ ▇he terms of the Tender Agreement dated March 25, 1997 among Parent, Purchaser and Joseph Littlejohn & Levy, L.P. and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇ ▇▇▇▇ II, L.▇. ▇▇▇▇▇▇▇▇ ▇▇ ▇he ▇▇▇▇r or the exercise of the Option (as defined in such Tender Agreement), would cause Parent or its Affiliates to own directly or indirectly, beneficially or of record, 49.9% of the aggregate voting power represented by the issued and outstanding capital stock of the Company.
View SourceView Similar (2)
Maximum Share Number. 3 Merger.......................................................................1
View Source
Maximum Share Number. For purposes of this Agreement, the term "Maximum Share Number" shall mean, as of any time of determination, such number of Shares that, when taken together with all shares of the Company Common Stock that Parent or any of its Affiliates (i) owns directly or indirectly, beneficially or of record, at such time of determination and (ii) has the right to acquire, at such time of determination, from J▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ & L▇▇▇, ▇.▇. and J▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ & L▇▇▇ Fund II, L.P. in accordance with the terms of the Tender Agreement dated March 25, 1997 among Parent, Purchaser and J▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ & L▇▇▇, ▇.▇. and J▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ & L▇▇▇ Fund II, L.P. pursuant to the Offer or the exercise of the Option (as defined in such Tender Agreement), would cause Parent or its Affiliates to own directly or indirectly, beneficially or of record, 49.9% of the aggregate voting power represented by the issued and outstanding capital stock of the Company.
View Source
Maximum Share Number. (a) Notwithstanding any other provision of this Agreement but subject to clauses ‎5.8 and ‎6.6(b), the aggregate maximum number of new Securities (excluding any Securities the past issue of which has been ratified by the Company’s shareholders in a manner permitted under Listing Rule 7.4) that the Company may be or is required to issue on one or more Conversions of the Convertible Securities issued under the First Purchase, without the Company first obtaining Shareholder Approval, is the Maximum Share Number. (b) Where clause ‎6.6(a) will prevent an issue of Shares under this Agreement, the Company may either, at its election: (i) use its best endeavours to obtain Shareholder Approval to the issue of those Shares prior to the relevant date (and in any event within 60 days of the Company becoming aware that clause ‎6.6 (a) will prevent an issue of Shares under this Agreement), so that the issue of the Shares may proceed as scheduled; or (ii) issue the maximum number of Shares that it is able to do so under its available issuance capacity under the Listing Rules, and pay to the Investor in cash the Redemption Amount of that part of the Amount Outstanding that would have otherwise been the subject of such issuance (instead of issuing the Conversion Shares). (c) At any general meeting of shareholders the Company holds while there is any Amount Outstanding, the Company must seek ratification by shareholders of all prior issues of Securities under this Agreement of the kind contemplated by clause ‎6.6(a) for the purpose of Listing Rule 7.4, and all other relevant purposes.
View Source

Related to Maximum Share Number

  • Adjustment of Exercise Price, Number of Shares or Number of Rights The Exercise Price, the number and kind of shares or other property covered by each Right and the number of Rights outstanding are subject to adjustment from time to time as provided in this Section 11. (a) (i) Anything in this Agreement to the contrary notwithstanding, in the event the Company shall at any time after the date of this Agreement (A) declare a dividend on the Preferred Shares payable in Preferred Shares, (B) subdivide the outstanding Preferred Shares, (C) combine the outstanding Preferred Shares (by reverse stock split or otherwise) into a smaller number of Preferred Shares, or (D) issue any shares of its capital stock in a reclassification of the Preferred Shares (including any such reclassification in connection with a consolidation or merger in which the Company is the continuing or surviving corporation), then, in each such event, except as otherwise provided in this Section 11 and Section 7(e) hereof: (1) the Exercise Price in effect at the time of the record date for such dividend or of the effective date of such subdivision, combination or reclassification shall be adjusted so that the Exercise Price thereafter shall equal the result obtained by dividing the Exercise Price in effect immediately prior to such time by a fraction (the "ADJUSTMENT FRACTION"), the numerator of which shall be the total number of Preferred Shares (or shares of capital stock issued in such reclassification of the Preferred Shares) outstanding immediately following such time and the denominator of which shall be the total number of Preferred Shares outstanding immediately prior to such time; provided, however, that in no event shall the consideration to be paid upon the exercise of one Right be less than the aggregate par value of the shares of capital stock of the Company issuable upon exercise of such Right; and (2) the number of one-thousandths of a Preferred Share (or share of such other capital stock) issuable upon the exercise of each Right shall equal the number of one-thousandths of a Preferred Share (or share of such other capital stock) as was issuable upon exercise of a Right immediately prior to the occurrence of the event described in clauses (A)-(D) of this Section 11(a)(i), multiplied by the Adjustment Fraction; provided, however, that, no such adjustment shall be made pursuant to this Section 11(a)(i) to the extent that there shall have simultaneously occurred an event described in clause (A), (B), (C) or (D) of Section 11(n) with a proportionate adjustment being made thereunder. Each Common Share that shall become outstanding after an adjustment has been made pursuant to this Section 11(a)(i) shall have associated with it the number of Rights, exercisable at the Exercise Price and for the number of one-thousandths of a Preferred Share (or shares of such other capital stock) as one Common Share has associated with it immediately following the adjustment made pursuant to this Section 11(a)(i).

  • Adjustment of Warrant Price and Warrant Share Number The number of shares of Common Stock for which this Warrant is exercisable, and the price at which such shares may be purchased upon exercise of this Warrant, shall be subject to adjustment from time to time as set forth in this Section 4. The Issuer shall give the Holder notice of any event described below which requires an adjustment pursuant to this Section 4 in accordance with Section 5. (a) Recapitalization, Reorganization, Reclassification,

  • Purchase Price; Number of Shares The registered holder of this Warrant (the “Holder”), commencing on the date hereof, is entitled upon surrender of this Warrant with the subscription form annexed hereto duly executed, at the principal office of the Company, to purchase from the Company, at a price per share of $3.89 (the “Purchase Price”), 51,414 fully paid and nonassessable shares of the Company’s Series A-1 Preferred Stock, $0.0001 par value (the “Preferred Stock”). Until such time as this Warrant is exercised in full or expires, the Purchase Price and the securities issuable upon exercise of this Warrant are subject to adjustment as hereinafter provided. The person or persons in whose name or names any certificate representing shares of Preferred Stock is issued hereunder shall be deemed to have become the holder of record of the shares represented thereby as at the close of business on the date this Warrant is exercised with respect to such shares, whether or not the transfer books of the Company shall be closed.

  • Adjustment of Number of Shares Upon each adjustment in the Warrant Price, the number of Shares of Series Preferred purchasable hereunder shall be adjusted, to the nearest whole share, to the product obtained by multiplying the number of Shares purchasable immediately prior to such adjustment in the Warrant Price by a fraction, the numerator of which shall be the Warrant Price immediately prior to such adjustment and the denominator of which shall be the Warrant Price immediately thereafter.

  • Adjustments in Share Numbers and Prices In the event of any stock split, subdivision, dividend or distribution payable in shares of Common Stock (or other securities or rights convertible into, or entitling the holder thereof to receive directly or indirectly shares of Common Stock), combination or other similar recapitalization or event occurring after the date hereof, each reference in any Transaction Document to a number of shares or a price per share shall be amended to appropriately account for such event.