Capital Stock Consideration definition

Capital Stock Consideration means, collectively, the shares of Parent Common Stock to be issued as the Royale Merger Consideration, the Matrix Merger Consideration, the Exchange Consideration, the other Matrix LP Exchange Consideration and the Matrix Operator Stock Exchange Consideration and the shares of the Series B Preferred Stock to be issued in connection with the Preferred Exchange Consideration.
Sample 1Sample 2Sample 3
Capital Stock Consideration means that number of shares of Buyer Common Stock equal to the quotient obtained by dividing “X” where X is the Purchase Price by “Y” where Y is the Trading Price (as defined below).
Sample 1Sample 2
Capital Stock Consideration has the meaning set forth in Section 3.04.
Sample 1Sample 2

Examples of Capital Stock Consideration in a sentence

  • The amount of Capital Stock held by each Stockholder shall not be affected by either (i) any issuance by the Company of Capital Stock to other Stockholders, (ii) any change in the Capital Account of such Stockholder (other than such changes to reflect additional Capital Stock Consideration from such Stockholder in exchange for new Capital Stock) or (iii) any distributions not in redemption of Capital Stock.

  • Buyer shall deliver to Seller the certificates representing the Capital Stock Consideration based on the Purchase Price, as the same has been adjusted hereunder at such time.

  • The Parties will use their commercially reasonable best efforts to cause the Capital Stock Consideration to have been approved for listing and trading on such national securities exchange, provided, that such approval shall not be a condition to Closing.

  • The amount of Capital Stock held by each Stockholder shall not be affected by (i) any issuance by the Company of Capital Stock to other Stockholders, (ii) any change in the Capital Account of such Stockholder (other than such changes to reflect additional Capital Stock Consideration from such Stockholder in exchange for new Capital Stock) or (iii) any distributions not in redemption of Capital Stock.

  • With respect to the Capital Stock Consideration Parent shall direct Parent’s transfer agent to give each Company Stockholder login access to an account with Parent’s transfer agent, Parent and the Company Stockholders shall cooperate in good faith with such transfer agent as may be necessary for the transfer agent to effect the delivery of each Company Stockholder’s Pro Rata Share of the Capital Stock Consideration.

  • At Closing, Buyer will deliver to Seller one or more certificates, in the form adopted by Buyer, representing the shares of Buyer Common Stock constituting the Capital Stock Consideration.

  • Each Company Option outstanding, vested and unexercised immediately prior to the Effective Time with a per share exercise price greater than or equal to the Per Share Capital Stock Consideration shall automatically be cancelled as of the Effective Time without any consideration payable in respect thereof.

  • Half of the Parent Stock issued to the Company Stockholders as Capital Stock Consideration shall not become eligible for transfer, sale or offer for sale by the Company Stockholders until the 6-month anniversary of the Closing Date (the “Six-Month Holdback Parent Stock”), and the remaining half of the Parent Stock issued as Capital Stock Consideration shall not become eligible for transfer, sale or offer for sale by the Company Stockholders until January 1, 2023 (the “Twelve-Month Holdback Parent Stock”).

  • Subject to the following sentence, payment of the Capital Stock Consideration shall be by official bank check, or cash by wire transfer of immediately available funds, on the Closing Date following the Effective Time of the S Merger, together with delivery of validly issued and executed certificates for all Holdco Preferred Stock (or, in lieu thereof, validly issued and executed depositary shares or receipts evidencing ownership of the underlying Holdco Preferred Stock).

  • Each share of Target Capital Stock issued and outstanding immediately prior to the Effective Time (excluding Dissenting Shares) shall be converted and exchanged into the right to receive the following (collectively, the “Merger Consideration”): cash equal to (i) the Initial Capital Stock Consideration plus (ii) any Excess Surplus divided by the Fully-Diluted Shares (the “Surplus Consideration”) plus (iii) any Remaining Escrow Amount divided by the Total Outstanding Stock (the “Escrow Consideration”).


More Definitions of Capital Stock Consideration

Capital Stock Consideration means a number of shares of Parent Stock equal to the Capital Stock Amount divided by the Parent Stock Price.
Sample 1
Capital Stock Consideration means $107,999,996.
Sample 1

Related to Capital Stock Consideration

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

  • 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).

  • 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.

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

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

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

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

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

  • 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.

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

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

  • Equity Consideration has the meaning set forth in Section 2.02.

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

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

  • Acquisition Consideration means the purchase consideration for any Permitted Acquisition and all other payments by Holdings or any of its Subsidiaries in exchange for, or as part of, or in connection with, any Permitted Acquisition, whether paid in cash or by exchange of Equity Interests or of properties or otherwise and whether payable at or prior to the consummation of such Permitted Acquisition or deferred for payment at any future time, whether or not any such future payment is subject to the occurrence of any contingency, and includes any and all payments representing the purchase price and any assumptions of Indebtedness, “earn-outs” and other agreements to make any payment the amount of which is, or the terms of payment of which are, in any respect subject to or contingent upon the revenues, income, cash flow or profits (or the like) of any person or business; provided that any such future payment that is subject to a contingency shall be considered Acquisition Consideration only to the extent of the reserve, if any, required under GAAP at the time of such sale to be established in respect thereof by Holdings or any of its Subsidiaries.

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

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

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

  • Company Capital Stock means the Company Common Stock and the Company Preferred Stock.

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

  • Transaction Consideration has the meaning set forth in Section 11.7 hereof.

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

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

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

  • Conversion Consideration shall have the meaning specified in Section 14.12(a).