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.

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).

Buyer Common Stock Consideration has the meaning set forth in Section 2.1(c)(ii)(F).

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.

• 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.

• 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.

• It is not the intent of the Response Team to do a professional or criminal investigation or make a legal or factual determination.

• Single-phase service from 480 Volt sources and series circuits will be available in certain areas at the option of PG&E when this type of service is practical from PG&E's engineering standpoint.

• The Board of Education reserves the right to withhold increments and adjustments in any given year with due notice to the employee at least three months prior to the issuance of contracts.

• An aggregate of 16,364 shares of the Common Stock, without par value, of Buyer (the "Buyer Common Stock"), valued at $6,102,000 (the "Buyer Common Stock Consideration"), with such Buyer Common Stock Consideration subject to certain adjustments described in the Merger Agreement based on a final determination of a certain valuation of Target and Buyer.

• 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.

• 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.

• 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.

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.