Principal Shares Sample Clauses

Principal Shares. Notwithstanding anything else in this Agreement the number of Sale Shares which must be purchased by the Lead Manager under the terms of this Agreement (Principal Shares) will be the lesser of: (a) the Shortfall Shares; and (b) the maximum number of the Sale Shares that can be sold to the Lead Manager without breach by the Lead Manager or any of its associates of section 606 of the Corporations Act. The Lead Manager warrants that the information it provides to the Vendors to enable it to calculate the number of Principal Shares in accordance with this clause 0will, at the time it is given, be accurate. If the number of Principal Shares is less than the number of Shortfall Shares, such difference to be referred to in this Agreement as the Restricted Shares, the Vendor agrees to retain any Restricted Shares, subject to the terms of this Agreement.
View SourceView Similar (3)
Principal Shares. The term “Principal Shares” means (i) all of the shares of Common Stock owned or held by the Principals prior to the consummation of the Company’s initial public offering or (ii) all of the warrants purchased privately by the Principals simultaneously with the consummation of the Company’s initial public offering (and underlying shares of Common Stock) and owned or held by the Principals upon consummation of the Company’s initial public offering.
View Source
Principal Shares. Notwithstanding anything else in this Agreement the number of Sale Shares which must be purchased by the Lead Manager or its Affiliates under the terms of this Agreement (Principal Shares) will be the lesser of: (a) the Balance Shares; and (b) unless the relevant approval or exemption certificate has been obtained, the maximum number of the Sale Shares that can be sold to the Lead Manager or its Affiliates without: (i) the Lead Manager or any of its Affiliates being required to notify and obtain approval from the Treasurer of Australia under section 81 of the Foreign Acquisitions and Takeovers Act 1975 (Cth) (FATA); or (ii) breach by the Lead Manager or any of its associates or Affiliates of section 606 of the Corporations Act. The Lead Manager warrants that the information it provides to the Vendor to enable it to calculate the number of Principal Shares in accordance with this clause 2.7 will, at the time it is given, be accurate. If the number of Principal Shares is less than the number of Balance Shares, such difference to be referred to in this Agreement as the Restricted Shares, the Vendor agrees to retain any Restricted Shares, subject to the terms of this Agreement.
View Source
Principal Shares. Notwithstanding anything else in this Agreement, the number of Sale Securities which must be purchased by the Lead Manager under the terms of this Agreement ("Principal Shares") will be the lesser of: (a) the Balance Securities; and (b) the maximum number of the Sale Securities that can be sold to the Lead Manager without: (i) notification by the Lead Manager or any of its Affiliates and non-objection from the Treasurer of Australia under the FATA; or (ii) breach by the Lead Manager or any of its associates of section 606 of the Corporations Act. The Lead Manager warrants that the information it provides to the Vendors to enable them to calculate the number of Principal Shares in accordance with this clause 2.6 will, at the time it is given, be accurate. If the number of Principal Shares is less than the number of Balance Securities, such difference to be referred to in this Agreement as the "Restricted Securities", the Vendors agree to retain any Restricted Securities in their Respective Proportions, subject to the terms of this Agreement. For the purposes of this Agreement, the "Respective Proportion" for each Vendor equals the Sale Securities being sold by the Vendor divided by the total number of Sale Securities.
View Source
Principal Shares. The shares of Common Stock which are issued and outstanding immediately prior to the Effective Time and listed opposite the respective names on Schedule A hereto under the column entitled "Principal Shares" (the "Principal Shares") shall not be canceled or extinguished, shall not be converted into the right to receive any portion of the Merger Consideration and shall remain issued and outstanding shares of the Surviving Corporation following the Effective Time, subject to any reclassifications or adjustments with respect thereto pursuant to the Amended Articles of Organization. The Principals may, at any time prior to the Effective Time, contribute all or a part of the Principal Shares held by them to the Parent LLC.
View Source
Principal Shares. In accordance with the terms of the Principal Share Purchase and Voting Agreements, each Principal Shareholder has agreed to sell the Principal Shares held by such Principal Shareholder to ASG, effective immediately prior to the conversion of the Shares at the Effective Time, in return for the consideration described in such Principal Share Purchase and Voting Agreements.
View Source
Principal Shares. Each Principal Share that is issued and outstanding immediately prior to the Effective Time shall remain in effect as issued and outstanding shares of the Company, fully paid and non-assessable. Such share(s) of common stock shall be the only issued and outstanding share(s) of capital stock of the Surviving Company, which shall be reflected in the stock ledger of the Surviving Company.
View Source

Related to Principal Shares

  • Consideration Shares All Consideration Shares will, when issued in accordance with the terms of the Arrangement, be duly authorized, validly issued, fully paid and non-assessable Purchaser Shares.

  • Company Securities Except as set forth in this Section 5.6, as of the Capitalization Date, there were (i) no outstanding shares of capital stock of, or other equity or voting interest in (including voting debt), the Company; (ii) no outstanding securities of the Company convertible into or exchangeable or exercisable for shares of capital stock of, or other equity or equity-based right or interest or voting interest (including voting debt) in, the Company; (iii) no outstanding options, warrants, other equity or equity-based rights or other rights or binding arrangements to acquire from the Company, or that obligate the Company to issue, any capital stock of, or other equity or voting interest in (including voting debt), or any securities convertible into or exchangeable for such shares of capital stock of, or other equity or voting interest in, the Company; (iv) no obligations of the Company to grant, extend or enter into any such option, equity or equity-based right, warrant, right, convertible, exchangeable or exercisable security, or other similar Contract relating to any capital stock of, or other equity or voting interest (including voting debt) in, the Company; (v) no outstanding shares of restricted stock, restricted stock units, stock appreciation rights, performance shares, contingent value rights, “phantom” stock or similar equity or equity-based securities or rights that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price of, any capital stock of, or other securities or ownership interests in, the Company (the items in clauses (i), (ii), (iii), (iv) and (v), collectively with the Company Common Stock, the “Company Securities”); (vi) no voting trusts (other than the Support Agreements), proxies or similar Contracts to which the Company is a party or by which the Company is bound with respect to the voting of any shares of capital stock of, or other equity or voting interest in, the Company; (vii) except as provided in the Charter or the Bylaws, no obligations or binding commitments of any character restricting the transfer of any shares of capital stock of, or other equity or voting interest in, the Company to which the Company is a party or by which it is bound; and (viii) no other obligations by the Company to make any payments based on the price or value of any Company Securities. The Company is not party to any Contract that obligates it to repurchase, redeem or otherwise acquire any Company Securities. There are no accrued and unpaid dividends with respect to any outstanding shares of Company Common Stock. The Company does not have a stockholder rights plan in effect.

  • Total Shares Except for the Shares referred to in 2.03, Stockholder does not beneficially own any (i) shares of capital stock or voting securities of the Company, (ii) securities of the Company convertible into or exchangeable for shares of capital stock or voting securities of the Company or (iii) options or other rights to acquire from the Company any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of the Company.

  • Parent Shares All of the Parent Shares issuable in accordance with this Agreement will be, when so issued, duly authorized, validly issued, fully paid and non-assessable and free and clear of any liens (other than those created under federal and state securities laws or the Voting Agreement) and not subject to preemptive or other similar rights of the stockholders of Parent.

  • Initial Shares As used herein, “Initial Shares” means 229,865 shares of the Class, subject to adjustment from time to time pursuant to the provisions of this Warrant.