Closing Adjustment Shares definition

Closing Adjustment Shares means a number of shares of Nocturne Common Stock, rounded to the nearest whole number, equal to (i) the sum of the Closing Net Indebtedness Adjustment and the Closing Transaction Expense Adjustment, divided by (ii) $10.30.
Sample 1
Closing Adjustment Shares is defined in Section 2.1(b).
Sample 1
Closing Adjustment Shares means (a) if the Non-Permitted Liabilities do not exceed $250,000, then the number of shares of Parent Common Stock that is equal to the quotient resulting from dividing (i) 100% of the amount of Non-Permitted Liabilities up to $250,000 by (ii) the closing price of Parent Common Stock as of the last Business Day immediately preceding the Closing Date; plus (b) to the extent the Non-Permitted Liabilities exceed $250,000, then an additional number of shares of Parent Common Stock that is equal to the quotient resulting from dividing (i) 150% of such excess amount of Non-Permitted Liabilities, by (ii) the closing price of Parent Common Stock as of the last Business Day immediately preceding the Closing Date.
Sample 1

Examples of Closing Adjustment Shares in a sentence

  • Buyer is eligible to register the shares of Buyer Common Stock comprising the Estimated Stock Consideration and Closing Adjustment Shares for resale under a Registration Statement on Form S-3 promulgated under the Securities Act.

  • Mr Littlejohn commentedthat the police had not prosecuted any NHS employee “nor has any senior BBC employee, past or present, been arrested, eventhough many stand accused of being complicit in Savile’scrimes on Corporation premises”.


More Definitions of Closing Adjustment Shares

Closing Adjustment Shares means the number of shares of Parent Common Stock equal to the quotient of (a) (i) the Cash, minus (ii) the Company Debt, minus (iii) the Company Transaction Expenses unpaid as of the Closing, minus (iv) the Holders’ Representative Expenses Amount, plus or minus (v) the Working Capital Adjustment, as applicable, divided by (b) the Average Parent Stock Price as of the Closing Date. For purposes of this definition, the foregoing clauses (i) through (v) and the individual elements thereof, as applicable, will be determined in accordance with the Accounting Methodology. The Closing Adjustment Shares may be a positive or negative number.
Sample 1
Closing Adjustment Shares means a number of shares of Artius Class A Common Stock, rounded to the nearest whole number, equal to (i) the sum of the Closing Net Indebtedness Adjustment and the Closing Transaction Expense Adjustment, divided by (ii) $10.00.
Sample 1

Related to Closing Adjustment Shares

  • Closing Adjustment Amount shall have the meaning set forth in Section 3.2(c).

  • Closing Adjustment has the meaning set forth in Section 2.04(a)(ii).

  • Post-Closing Adjustment Amount has the meaning set forth in Section 2.2(a).

  • Post-Closing Adjustment has the meaning set forth in Section 2.04(b)(ii).

  • Adjustment Shares shall have the meaning set forth in Section 11(a)(ii) hereof.

  • Closing Purchase Price shall have the meaning ascribed to such term in Section 2.1(b), which aggregate purchase price shall be net of the underwriting discounts and commissions.

  • Final Adjustment Amount shall have the meaning set forth in Section 2.5(e).

  • Purchase Price Adjustment Escrow Amount means $3,000,000.

  • Final Adjustment Statement has the meaning set forth in Section 2.6(c).

  • Adjustment Amount For any Distribution Date, the difference between (A) the sum of the Class A Principal Balance and the Class B Principal Balance as of the related Determination Date and (B) the sum of (i) the sum of the Class A Principal Balance and the Class B Principal Balance as of the Determination Date succeeding such Distribution Date and (ii) the aggregate amount that would have been distributed to all Classes as principal in accordance with Section 4.01(a) for such Distribution Date without regard to the provisos in the definitions of Class B-1 Optimal Principal Amount, Class B-2 Optimal Principal Amount, Class B-3 Optimal Principal Amount, Class B-4 Optimal Principal Amount, Class B-5 Optimal Principal Amount and Class B-6 Optimal Principal Amount.

  • Tax Adjustment has the meaning set forth in Section 4.7.

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

  • Purchase Price Adjustment shall have the meaning specified in Section 3.02.

  • Estimated Adjustment Amount has the meaning set forth in Section 2.5(a).

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

  • True-Up Adjustment means any Annual True-Up Adjustment or Interim True-Up Adjustment, as the case may be.

  • Adjustment Escrow Amount means $1,000,000.

  • Earnout Shares has the meaning set forth in Section 3.6(a).

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

  • Final Settlement Statement has the meaning set forth in Section 2.6(b).

  • Closing Cash Amount has the meaning set forth in Section 2.2.

  • Closing Statement means the Closing Statement in the form on Annex A attached hereto.

  • Closing Stock Price means the Stock Price as of the last day of any Performance Measurement Period.

  • Purchase Price Allocation has the meaning set forth in Section 2.6(a).

  • Fully Adjusted Regular Purchase Share Limit means, with respect to any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction from and after the date of this Agreement, the Regular Purchase Share Limit (as defined in Section 2(a) hereof) in effect on the applicable date of determination, after giving effect to the full proportionate adjustment thereto made pursuant to Section 2(a) hereof for or in respect of such reorganization, recapitalization, non-cash dividend, stock split or other similar transaction.

  • Pre-Closing Straddle Period means the portion of the Straddle Period ending on the Closing Date.