Additional Share Consideration definition

Additional Share Consideration has the meaning set forth in Section 2.4(c) hereof.
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Additional Share Consideration means, as of any date of determination, the sum of (i) the portion of the Escrow Funds, if any, paid or payable to the Seller (in its capacity as such), plus (ii) any Excess Amount, if any, paid or payable to the Seller (in its capacity as such), plus (iii) the Earnout Consideration, if any, payable to the Seller (in its capacity as such), plus (iv) the portion of the Representative Fund, if any, paid or payable to the Seller (in its capacity as such).
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Additional Share Consideration means additional shares of Parent Common Stock equal to the quotient of (a) the aggregate per share amount of any Parent Quarterly Dividends declared or paid after the date of this Agreement and with a record date prior to the Effective Time, multiplied by Exchange Ratio, and divided by (b) the Parent Reference Stock Price.
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Examples of Additional Share Consideration in a sentence

  • The Parties agree that Gilat Israel shall have the right to assign all or part of its right to the Additional Share Consideration under Section 2.4(a) and (b) hereof, as well as the delivery of the certificates representing the Additional Share Consideration under Section 2.4(c) hereof, to any of its Affiliates and/or StarBand.

  • If Purchaser issues shares of Purchaser Stock to Gilat Israel pursuant to this Section 2.4 (the "Additional Share Consideration"), on the date of such issuance, Purchaser shall deliver to Gilat Israel the certificates representing the Additional Share Consideration, together with such other documents as Gilat Israel may reasonably request to evidence the transfer to Gilat Israel of good title in and to the Additional Share Consideration, free and clear of any Liens.

  • The term Merger Consideration shall mean the Share Consideration, together with (if applicable) the Additional Share Consideration.

  • In addition, in the event that Parent pays one or more Parent Quarterly Dividend(s) as contemplated by Section 6.2(b)(i), then at the Effective Time each Eligible Share shall receive the Additional Share Consideration, such that the Eligible Shares receive substantially equivalent aggregate value as compared to the aggregate amount of any Parent Quarterly Dividend(s).

  • Notwithstanding anything to the contrary set forth herein, the Parties agree that upon Purchaser's completion of a Qualified Sale, Purchaser shall have no further obligation to issue any Additional Share Consideration to Gilat Israel under this Section 2.4 after the date of such Qualified Sale.

  • Upon receiving Additional Share Consideration from escrow, HF Group Holding Corp.

  • CLM can exercise the Option by making $2,000,000 in cash payments, issuing 12,000,000 Shares of CLM, making $8,000,000 in Expenditures in accordance with the provisions of Section 3 and granting the Additional Share Consideration and the NSR in accordance with the terms of this Option Agreement (the “Option Consideration”).

  • The aggregate price for the cancellation of the Warrants shall be the Warrant Cancellation Amount plus the portion of the Additional Share Consideration that relates to the Warrants, which the Warrantholders agree (between themselves) shall be apportioned as set out in Part B of Schedule 1.

  • Such notice shall describe, in reasonable detail, the basis for the release of and calculation of the Additional Share Consideration to Seller.

  • In this Agreement, any reference to Base Share Consideration, Additional Share Consideration, Merger Consideration, Share Consideration or Holdco Common Stock shall be treated as including, where the context requires, any interest in any such custodian or clearance system which represents any Holdco Common Stock.


More Definitions of Additional Share Consideration

Additional Share Consideration means interest payable on the Share Consideration calculated at the rate of 15 per cent. per annum for the period from and including the Locked Box Date to and including the Completion Date;
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Additional Share Consideration has the meaning ascribed to it in the CGEN Purchase Agreement.
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Additional Share Consideration means the aggregate number of shares of Parent Common Stock (if any) issued pursuant to Section 2.2(b).
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Additional Share Consideration means an amount equal to the lesser of (i) $22,000,000 and (ii) the product of (x) 8.0 multiplied by (y) the LTM EBITDARM Excess. For the avoidance of doubt, if the LTM EBITDARM Excess is zero or negative, the Additional Share Consideration shall be zero.
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Related to Additional Share Consideration

  • Share Consideration has the meaning given to it in Section 2.2;

  • Per Share Consideration means (i) if the consideration paid to holders of the Common Stock consists exclusively of cash, the amount of such cash per share of Common Stock, and (ii) in all other cases, the volume weighted average price of the Common Stock as reported during the ten (10) trading day period ending on the trading day prior to the effective date of the applicable event. If any reclassification or reorganization also results in a change in shares of Common Stock covered by subsection 4.1.1, then such adjustment shall be made pursuant to subsection 4.1.1 or Sections 4.2, 4.3 and this Section 4.4. The provisions of this Section 4.4 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers. In no event will the Warrant Price be reduced to less than the par value per share issuable upon exercise of the Warrant.

  • Exchangeable Share Consideration has the meaning provided in the Exchangeable Share Provisions.

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

  • Stock Consideration has the meaning set forth in Section 2.01(c).

  • Base Consideration has the meaning set forth in Section 1.2.

  • Common Stock Consideration has the meaning set forth in Section 1.6(b).

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

  • Scheme Consideration means, in respect of:

  • Additional Shares shall have the meaning specified in Section 14.03(a).

  • Exchange Consideration shall have the meaning set forth in Section 11(b)(i).

  • Purchase Consideration means the aggregate net cash proceeds received by the Company or Specialty Foods Corporation ("SFC") (after deducting all fees and expenses incurred by the Company, SFC and/or their respective affiliates in connection with the Sale). By way of example, if the Purchase Consideration equaled $100,000,000, your Sale Bonus would be $100,000.00. The Sale Bonus shall be paid to you within three (3) months of the completion of the Sale.

  • Closing Stock Consideration means a number of shares of Parent Common Stock equal to (a) the Stock Consideration, minus (b) any shares of Parent Common Stock used to fund the SC Escrow Amount.

  • Consideration Shares has the meaning ascribed thereto in Section 2.2.

  • Aggregate Stock Consideration has the meaning set forth in Section 3.01(b)(iii).

  • Closing Consideration shall have the meaning set forth in Section 2.1(b).

  • Per Share Merger Consideration has the meaning set forth in Section 3.1(a).

  • Final Share Price for a Share means the Closing Price on the Exchange (or where such Exchange does not announce or publish a Closing Price, the last traded price, or, if necessary, the mid-market price) for that Share on the Final Valuation Date, subject to adjustments that may be made pursuant to “DESCRIPTION OF THE NOTES – Adjustments and Exceptional Circumstances”.

  • Sale Consideration means the value of the H-1 Bid and accepted and approved by BSNL for the Said Land Parcel in its Acceptance Letter.

  • Earn-Out Consideration has the meaning set forth in Section 2.08(a)(i).

  • Additional Shares of Common Stock means all shares of Common Stock issued (or, pursuant to Subsection 4.4.3 below, deemed to be issued) by the Corporation after the Series B Original Issue Date, other than (1) the following shares of Common Stock and (2) shares of Common Stock deemed issued pursuant to the following Options and Convertible Securities (clauses (1) and (2), collectively, “Exempted Securities”):

  • Initial Share Price for a Share means the Closing Price on the Exchange (or where such Exchange does not announce or publish a Closing Price, the last traded price, or, if necessary, the mid-market price) for that Share on the Initial Valuation Date, subject to adjustments that may be made pursuant to “DESCRIPTION OF THE NOTES – Adjustments and Exceptional Circumstances”.

  • Original Shares means, when used in reference to any one or more Stockholders, the Shares held by such Stockholder on November 30, 2010, or any shares or other securities into which or for which such Shares may have been converted or exchanged in connection with any exchange, reclassification, dividend, distribution, stock split, combination, subdivision, merger, spin-off, recapitalization, reorganization or similar transaction.

  • Other Consideration means cash and/or any securities (other than New Shares) or assets (whether of the entity or person (other than the Share Issuer) involved in the Merger Event or a third party).

  • Earnout Consideration has the meaning specified in Section 2.05(a).

  • Earnout Shares has the meaning set forth in Section 3.6(a).