Buyer Common Share Consideration definition

Buyer Common Share Consideration means the number of shares of Common Stock equal to the amount set forth on Exhibit A under the column “Buyer Common Share Consideration Total Value,” divided by the IPO Price.
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Examples of Buyer Common Share Consideration 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.

Related to Buyer Common 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.

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

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

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

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

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

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

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

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

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

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

  • 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.

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

  • 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.

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

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

  • Cash Merger Consideration has the meaning set forth in Section 2.9(a).

  • Initial Merger Consideration has the meaning set forth in Section 2.2(a).

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

  • Scheme Consideration means, in respect of:

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

  • Parent Shares means the shares of common stock, par value $1.00 per share, of Parent.

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

  • Closing Merger Consideration has the meaning set forth in Section 3.2(a)(ii).

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