Buyer Common Stock Consideration definition

Buyer Common Stock Consideration means that number of shares of Buyer Common Stock (rounded down to the next whole share) obtained by multiplying the Buyer Common Stock Primary Amount by 0.0515.
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Buyer Common Stock Consideration means that number of shares of Buyer Common Stock (rounded down to the next whole share) obtained by multiplying the Buyer Common Stock Primary Amount by 0.0515; provided, however, that such number shall be increased by that number of shares, if any, of Buyer Common Stock necessary for the Buyer Common Stock Consideration to represent 4.9% of the issued and outstanding shares of Buyer Common Stock immediately following such issuance taking into account any issuances of Buyer Common Stock occurring contemporaneously with the Closing (excluding any shares that are subject to forfeiture to Buyer pursuant to the terms of the Quellos Agreement).
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Buyer Common Stock Consideration has the meaning set forth in Section 2.3(b).
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Examples of Buyer Common Stock Consideration in a sentence

  • Any withholding made at Closing with respect to a Company Equityholder’s deemed receipt of its proportionate share of the Company Equityholder Representative Expense Amount shall be satisfied from such Company Equityholder’s share of the Closing Cash Consideration and any withholding made at Closing that is attributable to a payment of Buyer Common Stock Consideration to a Company Equityholder shall be satisfied from the applicable Company Equityholder’s share of Closing Cash Consideration.

  • Each certificate evidencing shares of Buyer Common Stock as Buyer Common Stock Consideration pursuant to Section 2.3(b) shall bear the following legend: “THE SECURITIES REFERENCED HEREIN HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF.

  • Each Seller shall receive a pro rata share of the Year 4 Earnout Cash Consideration and the Year 4 Earnout Buyer Common Stock Consideration (rounded to the nearest share) based on the amount of Equity Interests sold by such Seller at the Year 4 Closing.

  • The consideration to be paid by Buyer at the Year 2 Closing (the “Year 2 Closing Consideration”) shall consist of the following: (i) the Year 2 Closing Cash Consideration and (ii) the Year 2 Closing Buyer Common Stock Consideration.

  • Any increase in the Closing Buyer Common Stock Consideration Number pursuant to this Section 2.8 will increase (and not decrease) the consideration payable to the shareholders of the Company in the Merger in accordance with the terms hereof.

  • Each Seller shall receive a pro rata share of the Initial Closing Cash Consideration and the Initial Closing Buyer Common Stock Consideration (rounded to the nearest share) based on the amount of Initial Closing Equity Interests sold by such Seller.

  • The Sellers acknowledge that, subject to the Lock-Up Agreements, the shares of Buyer Common Stock representing the Buyer Common Stock Consideration must be held indefinitely unless subsequently registered under the Securities Act or unless an exemption from such registration is available.

  • Subject to the adjustments set forth in Section 2.14 hereof, the aggregate consideration to be paid by Buyer at the Initial Closing (the “Initial Closing Consideration”) shall consist of the following: (a) the Initial Closing Cash Consideration and (b) the Initial Closing Buyer Common Stock Consideration.

  • Subject to Buyer's obligations under Section 16, in no event shall the Buyer be required to increase the Closing Buyer Common Stock Consideration Number above the number determined immediately prior to the Effective Time pursuant to the definition thereof whether on account of the amount of the Closing Date Price Per Share pursuant to this Section 2.8 or for any other reason.

  • Each Seller shall receive a pro rata share of the Initial Earnout Cash Consideration and the Initial Earnout Buyer Common Stock Consideration (rounded to the nearest share) based on the amount of Initial Closing Equity Interests sold by such Seller.


More Definitions of Buyer Common Stock Consideration

Buyer Common Stock Consideration means 2,782,701 shares of Buyer Common Stock equal to (a) $30,000,000 divided by (b) the Buyer Stock Price. The Buyer Common Stock Consideration shall be subject to equitable adjustment in the event of any stock split, stock dividend, reverse stock split or similar event affecting the Buyer Common Stock between the date of this Agreement and the Effective Time.
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Related to Buyer Common Stock Consideration

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

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

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

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

  • 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.

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

  • 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).

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

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

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

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

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

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

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

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

  • 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.

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

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

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

  • 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.

  • 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.

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