Cash Consideration Shares definition

Cash Consideration Shares means the number of shares of Company Stock equal to the quotient of (a) the Cash Consideration Amount divided by (b) the Per Share Cash Consideration.
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Cash Consideration Shares means a number of shares of Tilray Class 2 Common Stock equal to the sum of (i) the Stock Cash Consideration Shares, plus (ii) the Option Cash Consideration Shares. For purposes of determining the Cash Consideration Shares, the number of shares of Tilray Class 2 Common Stock shall be rounded down to the nearest whole share. The calculation of the Cash Consideration Shares shall be set forth in the Allocation Certificate.
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Cash Consideration Shares has the meaning specified in Section 3.01(a)(iii).
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Examples of Cash Consideration Shares in a sentence

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  • Cash, Consideration Shares, or a combination of cash and Consideration Shares with an aggregate value of $1.0 million shall be placed in escrow and held for a period of twelve (12) months after the Closing Date in connection with the Seller's indemnification obligations set forth in (S) 8 of this Agreement, in accordance with an escrow agreement in a form which is mutually agreeable to each of the parties, to be attached hereto at the Closing as Exhibit A (the "Escrow Agreement").

  • The type of the Consideration to be placed in Escrow, whether Cash, Consideration Shares or a combination thereof, shall be determined by the Seller in its sole discretion immediately prior to the Closing.

  • If a Company Stockholder makes a valid Cash Election in accordance with this Section 2.6, such Cash Electing Stockholder will be deemed to have made a Cash Election with respect to its Pro Rata portion of the Cash Consideration Shares.

  • If a Company Stockholder makes a valid Cash Election in accordance with thisSection 2.6, such Cash Electing Stockholder will be deemed to have made a Cash Election with respect to its Pro Rata portion of the Cash Consideration Shares.

  • Each Election Eligible Share and Company Restricted Share for which an election shall not have been properly made by the Election Deadline (a “No Election Share”) shall be deemed to have made (A) if the aggregate number of Stock Shares exceeds the Maximum Stock Consideration Shares (as defined in Section 4.3(c)(i)), a Cash Election or (B) if the aggregate number of Cash Shares exceeds the Maximum Cash Consideration Shares (as defined in Section 4.3(d)(i)), a Stock Election.

Related to Cash Consideration Shares

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

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

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

  • 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).

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

  • 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.

  • Closing Cash Consideration has the meaning set forth in Section 2.6(b).

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

  • Non-Cash Consideration means the Fair Market Value of non-cash consideration received by the Borrower or a Subsidiary in connection with an Asset Sale less the amount of cash or Cash Equivalents received in connection with a subsequent sale of or collection on such Non-Cash Consideration.

  • 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).

  • 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.

  • Aggregate Cash Consideration has the meaning set forth in Section 3.01(b)(ii).

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

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

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

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

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

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

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

  • Designated Non-Cash Consideration means the fair market value of non-cash consideration received by the Company or a Restricted Subsidiary in connection with an Asset Sale that is so designated as Designated Non-cash Consideration pursuant to an Officer’s Certificate, setting forth the basis of such valuation, executed by the principal financial officer of the Company, less the amount of cash or Cash Equivalents received in connection with a subsequent sale of or collection on such Designated Non-cash Consideration.

  • 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.

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