Buyer Share Consideration definition

Buyer Share Consideration means 653,837 shares of Buyer Common Stock, being the number of shares of Buyer Common Stock which is equal to the quotient calculated by dividing $10 million by the average daily volume weighted average price as reported by the Bloomberg Professional® Service over the prior 10 trading days up to and including the trading day prior to the Signing Date.
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Buyer Share Consideration has the meaning given to such term in Section 2.3(a)(a);
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Buyer Share Consideration means that number of newly issued Buyer Shares equal to the quotient obtained by dividing (i) $30,000,000 by (ii) the Market Value; provided, that in no event shall such number of Buyer Shares exceed the Buyer Share Cap.
Sample 1

Examples of Buyer Share Consideration in a sentence

  • None of the Buyer, any of its Subsidiaries, nor anyone acting on their behalf, has offered or sold or will offer or sell any securities, or has taken or will take any other action, which would reasonably be expected to subject the offer, issuance or sale of the Buyer Common Stock constituting the Buyer Share Consideration, as contemplated hereby, to the registration provisions of the Securities Act.

  • The Buyer Common Stock constituting the Buyer Share Consideration to be delivered to the Seller by the Buyer hereunder has been duly authorized and, when issued and delivered in accordance with the terms of this Agreement, will be validly issued, fully paid and non-assessable, free and clear of any Encumbrances except for restrictions under applicable securities laws, and will not be issued in violation of any preemptive rights, rights of first refusal or similar rights.

  • The Seller agrees that it will not effect any disposition of the Buyer Common Stock constituting the Buyer Share Consideration except as contemplated in the Resale Registration Statement or as otherwise permitted by applicable law and by this Agreement.

  • Buyer will prepare and file with SEC a registration statement under the Securities Act relating to the offering and issuance of the Buyer Common Stock constituting the Buyer Share Consideration (the “Resale Registration Statement”).

  • The Buyer agrees to pay to the Seller at the Closing (i) the Buyer Share Consideration and (ii) cash in the amount of $70 million (the “Cash Consideration”), payable by wire transfer or delivery of other immediately available funds.

  • The Buyer agrees to pay to the Seller at the Closing (i) the Buyer Share Consideration and (ii) cash in the amount of $70 million (the "Cash Consideration"), minus the Estimated Inventory Adjustment Amount, payable by wire transfer or delivery of other immediately available funds.

  • The certificates representing the Buyer Share Consideration will be imprinted with a legend substantially in the following form: The Shares evidenced by this certificate have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), or the securities laws of any state or other jurisdiction.

  • This Amended and Restated Agreement contemplates a transaction in which the Buyer will purchase substantially all of the assets (and assume certain of the liabilities) of the Division of the Seller in return for cash and the Buyer Share Consideration (the "Transaction").

  • At Closing, Buyer shall issue and deliver to the Sellers certificates representing the LLC Buyer Share Consideration in amounts consistent with the Sellers’ LLC Percentage Ownership.

  • The Buyer agrees to pay to the Seller at the Closing (i) the Buyer Share Consideration and (ii) cash in the amount of $70 million (the “Cash Consideration”), minus the Estimated Inventory Adjustment Amount, payable by wire transfer or delivery of other immediately available funds.

Related to Buyer 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.

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

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

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

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

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

  • Scheme Consideration means, in respect of:

  • Buyer Shares means the common stock, with a par value of $0.0001 per share, of Buyer.

  • 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.

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

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

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

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

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

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

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

  • Base Consideration has the meaning set forth in Section 1.2.

  • 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.

  • Net Consideration means “net consideration” as defined in Regulation Section 1.848-2(f));

  • Earn-Out Shares has the meaning provided in Section 2.2(b).

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

  • Subco Shares means the common shares in the capital of Subco;

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