Buyer Common Share definition

Buyer Common Share means any share of the Common Stock, $.01 par value per share, of Buyer.
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Examples of Buyer Common Share in a sentence

  • At the Closing, Buyer agrees to (a) pay to Seller the Closing Cash Payment and (b) issue to Seller (or an Affiliate of Seller designated by Seller prior to the Closing) the Buyer Common Share Consideration.

  • The Parties agree that for U.S. federal income tax purposes Buyer’s purchase of the Purchased Interests shall be characterized as an exchange qualifying under Section 351 of the Code in which Seller contributed the Purchased Interests to Buyer in exchange for (a) the Buyer Common Share Consideration and (b) the Closing Cash Payment unless such characterization is contrary to applicable U.S. federal income tax Law.

  • Any fraction of a Buyer Common Share shall be rounded down to the nearest whole number.

  • The exercise price per Buyer Common Share shall equal the aggregate exercise price of such warrant divided by the number of Buyer Common Shares subject to such Preferred Warrants.

  • In any event where Buyer would be obligated to issue such shares to a Non-Qualifying Holder under this Agreement, Buyer shall have the option to pay such amounts in cash of equal value (based on the Buyer Common Share Price).

  • The purchase price (the "PURCHASE PRICE") for the Shares will be $175,625,000.00 reduced or increased by the Adjustment Amount as set forth in Sections 2.6 and 2.7, payable $170,753,269.00 in cash and delivery of that number of Buyer Restricted Shares equal to (i) $4,871,731.00, divided by (ii) the Buyer Common Share Price, to or at the direction of the Sellers, all as hereinafter provided.

  • The Merger Shares shall be divided by the number of outstanding Company Shares immediately prior to the Effective Time (after giving effect to the conversion into Common Shares of all outstanding Preferred Shares and the conversion of the Notes) to yield the number of Merger Shares to be exchanged for each Buyer Common Share outstanding (the “Common Exchange Ratio”).

  • To the extent the Buyer receives any such insurance proceeds in connection with an indemnification claim under this Article VI after the delivery of Escrow Shares pursuant to Section 1.11 of this Agreement with respect to such claim, the Buyer will issue and deliver that number of Buyer Common Shares equal to the value of the insurance proceeds to the Representative (valued at $46.15 per Buyer Common Share), to be allocated among the holders of Certificates in accordance with Article I of this Agreement.

  • Notwithstanding any other provision of this Agreement, if a holder of Company Common Units or Phantom Units would otherwise be entitled to receive pursuant to the distribution provisions of this Section 1.8, in exchange for all Company Common Units or Phantom Units held by such Person, a fraction of a Buyer Common Share, such holder shall receive from Buyer, in lieu thereof, a whole Buyer Common Share.

  • On the Closing, in connection with the payment by the Company of the Success Bonuses, Buyer shall pay $16,447,982.00 (as such amount may be adjusted pursuant to this Section 6.9), to the Company on behalf and at the direction of the Sellers as a portion of the Purchase Price, payable $11,576,251.00 in cash and $4,871,731.00 by delivery of that number of Buyer Restricted Shares equal to (i) $4,871,731.00, divided by (ii) the Buyer Common Share Price.

Related to Buyer Common Share

  • Buyer Common Stock means the common stock, par value $0.01 per share, of Buyer.

  • Purchaser Common Stock means the common stock, par value $0.01 per share, of Purchaser.

  • Seller Common Stock means the common stock, par value $0.01 per share, of Seller.

  • Acquiror Common Stock means the common stock, $0.001 par value per share, of Acquiror.

  • Common Share means one share of the common stock of the Company.

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

  • Borrower Common Stock means the common stock of the Borrower.

  • Option Share has the meaning ascribed to it in section "4.7" hereinbelow;

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

  • Merger Sub Common Stock means the common stock, par value $0.01 per share, of Merger Sub.

  • Parent Share Price means the average of the volume weighted averages of the trading prices of Parent Common Shares on NYSE (as reported by Bloomberg L.P. or, if not reported therein, in another authoritative source mutually selected by Parent and the Company in good faith) on each of the 20 consecutive trading days ending on (and including) the trading day that is two trading days prior to the Closing Date.

  • SpinCo Common Stock means the common stock, par value $0.01 per share, of SpinCo.

  • Amalco Common Shares means the common shares in the capital of Amalco;

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

  • Newco Common Stock means the common stock, par value $.01 per share, of Newco.

  • Old Common Stock means the Company's common stock, par value $.01 per share, outstanding as of the date of the Company's filing of the petition commencing the Chapter 11 Case.

  • Option Closing Purchase Price shall have the meaning ascribed to such term in Section 2.2(b), which aggregate purchase price shall be net of the underwriting discounts and commissions.

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

  • Ordinary Share means a Class A Ordinary Share or a Class B Ordinary Share;

  • Public Share means a Class A Share issued as part of the units (as described in the Articles) issued in the IPO.

  • Option Exchange Ratio means the quotient of (i) the Common Per Share Consideration divided by (ii) the Acquirer Stock Price.

  • Additional Common Stock herein shall mean in the most broadest sense all shares of Common Stock hereafter issued by the Borrower (including, but not limited to Common Stock held in the treasury of the Borrower and common stock purchasable via derivative security or option on the date of such grant ), except Common Stock issued upon the conversion of any of this Convertible Note or Warrant.

  • Pubco Common Stock means all classes and series of common stock of Pubco, including the Class A Common Stock and Class B Common Stock.

  • Closing Price Per Share means, with respect to the Common Stock, for any day, (i) the last reported sale price regular way on the Nasdaq National Market or, (ii) if the Common Stock is not quoted on the Nasdaq National Market, the last reported sale price regular way per share or, in case no such reported sale takes place on such day, the average of the reported closing bid and asked prices regular way, in either case, on the principal national securities exchange on which the Common Stock is listed or admitted to trading, or (iii) if the Common Stock is not quoted on the Nasdaq National Market or listed or admitted to trading on any national securities exchange, the average of the closing bid prices in the over-the-counter market as furnished by any New York Stock Exchange member firm selected from time to time by the Company for that purpose.

  • Class C Ordinary Share shall have the meaning ascribed to it in Section 2.4(a).

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