Base Share Consideration definition

Base Share Consideration means 78,461,538 Purchaser Shares.
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Base Share Consideration has the meaning set forth in Section 2(d)(v) below.
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Base Share Consideration has the meaning set out in Clause 3.1.1(ii);
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Examples of Base Share Consideration in a sentence

  • As of the Effective Time, by virtue of the Merger and without any action on the part of any holder thereof, 1,250 shares of ACS Common Stock issued and outstanding immediately prior to the Effective Time shall be converted into 1,800,000 restricted shares (the "Base Share Consideration") of the common stock, par value $.0001 per share, of Topro ("Topro Common Stock").

  • Upon the issuance of the shares of the Purchaser's Common Stock comprising the Base Share Consideration and the Additional Consideration pursuant to and in accordance with the terms of this Agreement, such shares will be validly issued, fully paid, non-assessable and free of any preemptive rights.

  • Upon issuance, the Base Share Consideration will be duly authorized and validly issued, fully paid and non-assessable and will not have been issued in violation of applicable Law (it being understood that no representation or warranty is made by Parent or Purchaser with respect to any Federal Marijuana Law) or any preemptive right, right of first refusal or similar right of any Person to subscribe for or purchase securities of the Parent.

  • Each Selling Shareholder understands that its investment in the Base Share Consideration involves a significant degree of risk, including a risk of total loss of each Selling Shareholder’s investment, and each Selling Shareholder has full cognizance of and understands all of the risk factors related to each Selling Shareholder’s acquisition of the Base Share Consideration.


More Definitions of Base Share Consideration

Base Share Consideration means a number of newly issued shares of Buyer Stock equal to (i) 26.1% multiplied by (ii) the sum of (x) the number of Buyer Fully Diluted Shares as of the close of business on the day immediately prior to the Closing Date and (y) the number of shares represented by the Base Share Consideration, rounded down to the nearest whole share.
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Base Share Consideration means $13,000,000.
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Base Share Consideration means 5,798,069 Parent Shares.
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Base Share Consideration means 7,250,352 shares of Buyer Common Stock.
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Base Share Consideration subject to Section 2.5, has the meaning set forth in Section 2.4.
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Related to Base Share Consideration

  • 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.

  • Consideration Shares shall have the meaning set forth in Section 2.7(c).

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

  • Aggregate Stock Consideration means a number of shares of Purchaser Common Stock equal to (i) the Purchase Price less the Aggregate Cash Consideration and less the Aggregate Note Consideration, divided by (ii) the Average Market Price.

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

  • Earn-Out Shares has the meaning set forth in Section 2.8(a).

  • 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.

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

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

  • 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.

  • Initial Consideration shall have the meaning set forth in Section 5.01.

  • 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”.

  • 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”.