Closing Share Consideration. “Closing Share Consideration” shall mean a number of Acquirer Shares equal to (x) $3,293,500 divided by the Acquirer Stock Price, rounded to the nearest whole share minus (y) the Holdback Shares.
Closing Share Consideration. Subject to and upon the terms and conditions of this Agreement, Pubco shall issue and deliver to the shareholders of the Company an aggregate number of shares of Pubco Common Stock (the “Share Consideration”) with an aggregate value equal to (i) One Hundred Million U.S. Dollars ($100,000,000) plus the Closing Cash, minus (ii) the Net Working Capital and minus (iii) the Closing Debt, with each share of Pubco Common Stock valued at $10.00. The Share Consideration, including the timing and amount of the payment of Earnout Consideration to be issued and delivered to the equityholders of the Company at the Closing, if any, shall be determined in accordance with subsection (b) below and Section 2.3. Each Company equityholder shall receive its pro rata share of the Share Consideration based on the number of Company Units owned by it, divided by the total number of Company Units outstanding (such percentage being each such holder’s “Pro Rata Share”). Each holder shall also be entitled to receive its Pro Rata Share of the Earnout Consideration.
Closing Share Consideration. (a) The "Closing Share Consideration" shall be the number of newly issued shares of common stock, par value $0.0001 per share, of the Purchaser’s Parent (the "Purchaser’s Parent Common Stock") determined by dividing USD 400,000,000 by the Purchaser’s Parent Common Stock Price (as defined below); provided, however, that (i) in the event that the Purchaser’s Parent Common Stock Price is greater than the Common Stock Cap (as defined below), then the Closing Share Consideration shall be 3,950,617 newly issued shares of Purchaser’s Parent Common Stock, and (ii) in the event that the Purchaser’s Parent Common Stock Price is less than the Common Stock Floor (as defined below), then the Closing Share Consideration shall be 6,584,362 newly issued shares of Purchaser’s Parent Common Stock. If the Cash Consideration as determined pursuant to Sec. 6.2.1 is negative, the amount thereof reduces the Closing Share Consideration.
Closing Share Consideration. At the Closing, Purchasers shall deliver the Closing Share Consideration (less the Escrow Shares) via original issue by Parent, to each Seller on a Pro Rata Basis, by delivery of book entry shares of Parent, and a copy of irrevocable instructions to Parent’s transfer agent to issue the Closing Share Consideration to each Seller in accordance with its Pro Rata Basis, provided that any fractional shares shall be rounded to down to the nearest whole share and the remainder disregarded. As a condition and inducement to the willingness of Parent and Purchasers to enter into this Agreement, each Seller shall execute and deliver at Closing a lock-up agreement with Parent, substantially in the form attached hereto as Exhibit 2.1(b) (collectively, the “Lock-Up Agreements”), pursuant to which, among other things, the Sellers shall agree, subject to the terms thereof, not to trade, sell or otherwise transfer the Closing Share Consideration for the periods set forth therein except for transfers to the Sellers’s shareholders as permitted by and subject to the terms of the applicable Lock-Up Agreement. For purposes of this Agreement, (i) “Closing Share Consideration” means the number of shares of Parent Common Stock equal to the Closing Share Consideration Value divided by the Per Share Value, with any fractional shares being rounded to down to the nearest whole share and the remainder disregarded, (ii) “Parent Common Stock” means shares of common stock of the Parent, par value $0.0001 per share, (iii) “Closing Share Consideration Value” means Thirteen Million Two Hundred Thousand Dollars ($13,200,000.00) and (iv) “Per Share Value” means $7.36203 (a dollar value equal to the volume weighted average closing sale price of Parent Common Stock for the sixty (60) consecutive trading days ending on the second to last trading day prior to the Closing Date). (c)
Closing Share Consideration. The Closing Share Consideration, upon issuance to Seller, will be duly authorized, validly issued, fully paid and nonassessable, free and clear of all Liens, and will not have been issued in violation of any purchase or call option, right of first refusal, subscription right, preemptive right or any similar right. Such shares will be registered in the name of Seller and will have been issued in compliance with all applicable Laws, including securities Laws, and Seller will have good and legal title to, and beneficial ownership of, such shares.
