Buyer Stock Consideration definition

Buyer Stock Consideration means 2,000,000 shares of Buyer Stock; provided that if, from the date hereof until the Closing Date, there shall occur any change, or the record date for any change, in the outstanding shares of Buyer Stock as a result of any reclassification, recapitalization, stock split or combination, exchange or readjustment of shares, or any stock dividend, the Buyer Stock Consideration shall be equitably adjusted to reflect such change.
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Buyer Stock Consideration means 3,283,424 shares of Buyer Common Stock, subject to adjustment as provided in Section 2.5; provided, that if such number of shares shall equal or exceed twenty percent (20%) of the total number of shares of Buyer Common Stock issued and outstanding immediately prior to the Closing (the “Share Cap”), then such number of shares paid at Closing shall be reduced by the number of such shares that exceed the Share Cap (for purposes of this calculation, rounded up to the nearest whole share), and the Preliminary Cash Purchase Price shall be increased by the Share Adjustment Amount. Buyer shall notify Seller in writing at least three (3) Business Days prior to the Closing of any such adjustment.
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Buyer Stock Consideration has the meaning set forth in Section 2.2(ii).
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Examples of Buyer Stock Consideration in a sentence

  • Seller represents that it has had an opportunity to ask questions of and receive answers from the authorized representatives of Buyer and to review relevant documents and records concerning the business of Buyer and the terms and conditions of this investment in the Buyer Stock Consideration.

  • Seller represents that it is acquiring the Buyer Stock Consideration to be issued to Seller in connection with this Agreement for its own account and that such Buyer Stock Consideration is being and will be acquired by Seller for the purpose of investment and not with a view to resale in connection with a distribution thereof in violation of the Securities Act.

  • Notwithstanding anything herein to the contrary, Buyer and Seller agree that for purposes of the Purchase Price Allocation and the Final Purchase Price Allocation, no amount of the Buyer Stock Consideration shall be allocated to any FH Share Seller or FH Asset Seller that is not (a) a member of Seller’s U.S. consolidated group or (b) an entity disregarded as separate from a member of Seller’s U.S. consolidated group, in each case as determined for U.S. federal income tax purposes.

  • The shares of Buyer Common Stock constituting the Buyer Stock Consideration shall have been approved for listing on the NYSE.

  • Seller acknowledges that it can bear the economic risks of its investment in the Buyer Stock Consideration and that it has such knowledge and experience in financial or business matters that it is capable of evaluating the merits and risks of this investment in the Buyer Stock Consideration and protecting its own interests in connection with this investment.

  • The aggregate purchase price payable by the Designated Buyer Subsidiary to the Designated Seller Subsidiary for the Shares (the “Purchase Price”) shall be an amount equal to (a) the Closing Payment (as determined in accordance with Section 2.3(d)), (b) plus the Buyer Stock Consideration, (c) plus the amount in cash, if any, payable by Buyer to Seller pursuant to Section 2.4(c) or (d) minus the amount in cash, if any, payable by Seller to Buyer pursuant to Section 2.4(c).

  • Assuming the accuracy of Seller representations and warranties set forth in Section 3.25, the issuance of the Buyer Stock Consideration in accordance with the terms set forth in the Agreement is exempt from registration under the Securities Act and otherwise issued in compliance with all Laws.

  • No vote of the stockholders of Buyer is required to issue the Buyer Stock Consideration to Seller or its designee under applicable Law or the rules and regulations of the NYSE.

  • In consideration for the Shares, Buyer will pay the amount of $225,000 ($ 0.0304465 per share) ("Cash Consideration") and issue to Majority Shareholder Group, pro rata, 2,000,000 shares of post 5:1 forward split unissued common stock of Buyer ("Stock Consideration").

  • At Closing, Buyer shall (i) pay to Seller, in cash by wire transfer of immediately available funds, to the account or accounts designated by Seller, an amount equal to the First Seller Installment, (ii) issue, in book-entry or certificated form, the Buyer Stock Consideration in the name of Seller and (iii) pay to Pioneer, in cash by wire transfer of immediately available funds, to the account or accounts designated by Pioneer, an amount equal to the First Pioneer Installment.


More Definitions of Buyer Stock Consideration

Buyer Stock Consideration means the 4,000,000 shares of Common Stock, to be issued to Seller as a portion of the Purchase Price in the Acquisition.
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Buyer Stock Consideration means 4,714,038 shares of Buyer Common Stock, which constitutes approximately 7.5% of the total outstanding shares of Buyer Common Stock on a fully diluted basis as of the date hereof. The Buyer Stock Consideration shall be adjusted for any stock splits, dividends, recapitalizations or similar events occurring with respect to the Buyer Common Stock prior to Closing.
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Buyer Stock Consideration means the portion of the Purchase Price comprised of Buyer Common Stock, the number of shares of which shall be determined by dividing $20,000,000 by the Buyer Common Stock Price. “Buyer Stock Plans” has the meaning set forth in Section 3.4 “Buyer’s Gross-Up Notice” has the meaning set forth in Section 1.9(b) “CARES Act” means The Coronavirus Aid, Relief, and Economic Security Act (H.R. 748), and applicable rules, regulations and guidance, in each case, as amended. “Cash Consideration” has the meaning set forth in Section 1.3(a)(i). “Cash Retention Bonus” has the meaning set forth in Section 1.10. “CERCLA” means the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended by the Superfund Amendments and Reauthorization Act of 1986, 42 U.S.C. §§ 9601 et seq. “CERCLIS” means the Comprehensive Environmental Response, Compensation, and Liability Information System now or formerly maintained by the EPA. “Change of Control” shall have the meaning as to an Acquired Company: (i) the merger, consolidation, or sale of voting securities of the Acquired Company where, immediately after such transaction or series of related transactions, Buyer would not beneficially own, directly or indirectly, voting equity interests representing in the aggregate 51% or more of the combined voting power of the securities of the entity issuing cash or securities in such transaction or series
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Buyer Stock Consideration has the meaning set forth in Section 5.3.
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Buyer Stock Consideration means 3,283,424 shares of Buyer Common Stock, subject to adjustment as provided in S ection 2.5; provided, that if such number of shares shall equal or exceed twenty percent (20%) of the total number of shares of Buyer Common Stock issued and outstanding immediately prior to the Closing (the “Share Cap”), then such number of shares paid at Closing shall be reduced by the number of such shares that exceed the Share Cap (for purposes of this calculation, rounded up to the nearest whole share), and the Preliminary Cash Purchase Price shall be increased by the Share Adjustment Amount. Buyer shall notify Seller in writing at least three (3) Business Days prior to the Closing of any such adjustment.
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Related to Buyer Stock Consideration

  • 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.

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

  • 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).

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

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

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

  • Initial 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).

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

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

  • Cash Consideration has the meaning set forth 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.

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

  • Purchaser Stock Price means, with respect to any Common Stock Fundamental Change, the average of the daily Closing Price for one share of the common stock received by holders of the Common Stock in such Common Stock Fundamental Change during the 10 Trading Days immediately prior to the date fixed for the determination of the holders of the Common Stock entitled to receive such common stock or, if there is no such date, prior to the date upon which the holders of the Common Stock shall have the right to receive such common stock.

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

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

  • Total 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).

  • Final Merger Consideration has the meaning set forth in Section 2.10(b)(ii)(D).

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

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

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

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

  • Closing Shares shall have the meaning ascribed to such term in Section 2.1(a)(i).