Aggregate Stockholder Consideration definition

Aggregate Stockholder Consideration means the aggregate amount of the Per Accredited Share Merger Consideration and the aggregate Per Unaccredited Share Merger Consideration, in each case, payable to Company Stockholders pursuant to Section 2.04(a).
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Aggregate Stockholder Consideration means the product of (i) the Per Share Amount times (ii) the total number of shares of Company Capital Stock outstanding as of immediately prior to the Effective Time.
Sample 1
Aggregate Stockholder Consideration means (i) USD$7,650,888, plus (ii) the Aggregate Exercise Price, minus (iii) any unpaid Transaction Expenses of 6th Wave, and minus (iv) CAD$15,000 multiplied by the Applicable Exchange Rate, in respect of the fees and expenses to be paid by 6th Wave pursuant to Section 5(k)(iii).
Sample 1

Examples of Aggregate Stockholder Consideration in a sentence

  • The deployment was primarily on behalf of Nexfibre, where VMO2 is the anchor wholesale tenant.

  • The Company will prepare and deliver to Parent an estimated schedule of the allocation of the Aggregate Stockholder Consideration At Closing payable to the Stockholders and the Aggregate Common Option Value payable to holders of Common Options (the “Securityholder Allocation Schedule”).

  • As soon as practicable following the later of (i) the final release of the Escrow Shares or (ii) the final resolution of any Claims, the Stockholders’ Agent shall distribute the remaining portion of the Expense Fund (if any) to the Company Stockholders in proportion to each of the Company Stockholders’ share of the Aggregate Stockholder Consideration.

  • Prior to the Effective Time, Parent shall appoint Computershare Trust Company, N.A. or another Person selected by Parent that is reasonably acceptable to the Company as agent (the “Exchange Agent”) for the purpose of exchanging the Aggregate Stockholder Consideration.

  • At the Effective Time, Parent shall deposit with the Paying Agent, for the benefit of the holders of shares of Common Stock, Series C Preferred Stock, Series B Preferred Stock, Series A Preferred Stock and Series X Preferred Stock outstanding immediately prior to the Effective Time, for payment through the Paying Agent in accordance with this Section 3.1, cash in an amount (the “Payment Fund”) equal to the Aggregate Stockholder Consideration At Closing plus the Aggregate Common Option Value.

  • Parent and the Company shall appoint Acquiom Financial LLC, a Colorado limited liability company, in its capacity as payments administrator (the “Exchange Agent”) for the purpose of exchanging the Aggregate Stockholder Consideration, provided, that for the issuance of shares of Parent Stock, Parent may use Continental Stock Transfer & Trust Company for such purposes.

  • Accordingly, the aggregate number of shares of Acquirer Common Stock (excluding, for the avoidance of doubt, any Converted Options or Equity Interests issued pursuant to the Retention Pool) that shall be issued to the holders of Company Capital Stock (such number, the “Acquirer Stock Target”) shall equal no less than (i) 40% of the Aggregate Stockholder Consideration divided by the Acquirer Stock Price, rounded up to the nearest whole share.

Related to Aggregate Stockholder Consideration

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

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

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

  • 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.

  • Aggregate Consideration has the meaning set forth in Section 11.6(C).

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

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

  • Aggregate Merger Consideration has the meaning set forth in Section 2.1(a).

  • Aggregate Cash Consideration has the meaning set forth in Section 3.01(b)(ii).

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

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

  • 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.

  • Cash Consideration has the meaning set forth in Section 2.2.

  • Common Stockholders means holders of shares of Common Stock.

  • Purchaser Preferred Stock means the shares of preferred stock, par value $0.0001 per share, of the Purchaser.

  • Acquisition Consideration means the purchase consideration for any Permitted Acquisition and all other payments by Holdings or any of its Subsidiaries in exchange for, or as part of, or in connection with, any Permitted Acquisition, whether paid in cash or by exchange of Equity Interests or of properties or otherwise and whether payable at or prior to the consummation of such Permitted Acquisition or deferred for payment at any future time, whether or not any such future payment is subject to the occurrence of any contingency, and includes any and all payments representing the purchase price and any assumptions of Indebtedness, “earn-outs” and other agreements to make any payment the amount of which is, or the terms of payment of which are, in any respect subject to or contingent upon the revenues, income, cash flow or profits (or the like) of any person or business; provided that any such future payment that is subject to a contingency shall be considered Acquisition Consideration only to the extent of the reserve, if any, required under GAAP at the time of such sale to be established in respect thereof by Holdings or any of its Subsidiaries.

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

  • Common Stockholder means the employee of, consultant to, or director of the Company or other person to whom shares of Common Stock are issued pursuant to this Plan.

  • Class A Shareholder means a holder of Class A Shares;

  • Merger Consideration has the meaning set forth in Section 2.1(a).

  • Per Share Purchase Price equals $1.00, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the date of this Agreement.

  • VWAP Purchase Share Estimate means the number of shares of Common Stock that the Company has in its sole discretion irrevocably instructed its Transfer Agent to issue to the Buyer via the Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program in connection with a VWAP Purchase Notice pursuant to Section 1(c) hereof and issued to the Buyer’s or its designee’s balance account with DTC through its Deposit Withdrawal At Custodian (DWAC) system on the VWAP Purchase Date (to be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction).

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

  • Company Share means one share of common stock of the Company, $0.01 par value per share.

  • Net Consideration Per Share means the amount equal to the total amount of consideration, if any, received by the Company for the issuance of such warrants, options, subscriptions, or other purchase rights or convertible or exchangeable securities, plus the minimum amount of consideration, if any, payable to the Company upon exercise or conversion thereof, divided by the aggregate number of shares of Common Stock that would be issued if all such warrants, options, subscriptions, or other purchase rights or convertible or exchangeable securities were exercised, exchanged or converted.

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