Closing Buyer Shares definition

Closing Buyer Shares has the meaning set forth in Section 2(c).
Sample 1
Closing Buyer Shares means 240,301 shares of Buyer Common Stock.
Sample 1
Closing Buyer Shares means nine hundred thousand (900,000) shares of the Company’s Common Stock.
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Examples of Closing Buyer Shares in a sentence

  • The Closing Buyer Shares will be, at the date of Closing, duly authorized, validly issued to the Companies, validly existing, fully-paid, non-assessable, free of preemptive rights and free and clear of any Liabilities and other adverse claims, any other encumbrances whatsoever, debts, obligations, claims, limitations, liens, Security Interests, restrictions on transfer and other restrictions, except as set forth in the Lock-up Agreement and applicable securities laws.

  • The Seller has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of acquiring the Closing Buyer Shares and making an informed decision.

  • The Seller shall be entitled to piggyback registration rights for the Closing Buyer Shares, pursuant to the provisions of the registration rights agreement attached hereto as Exhibit E (the "Registration Rights Agreement"), but it shall not be entitled to any demand registration rights..

  • The Seller understands that the Closing Buyer Shares have not been and will not be registered under the Securities Act of 1933, as amended (the "1933 Act"), or any applicable state securities laws, and that the issuance of the Closing Buyer Shares contemplated hereby is being made in reliance on one or more exemptions from registration under the 1933 Act and under applicable registration exemptions from state securities laws.

  • The Seller acknowledges that investment in the Closing Buyer Shares is highly speculative and subject to substantial risks.

  • If the Investors distribute the Closing Buyer Shares to their members, the holder of the largest number of Closing Buyer Shares, as identified in writing by the Investors, shall succeed to the Investors’ rights and obligations under this Agreement upon agreeing in writing to be bound by the terms of this Agreement.

  • Xxxx Custodian for Xxxxx Xxxx 000 Xxxxxxxxx Xxx., 00xx Xxxxx, Xxx Xxxx XX 00000 (000) 000-0000 Attn: Xxxxxxx Xxxx 10,000 $ 20,000 10,000 8 Initial Initial Closing Second Closing Purchase Closing Buyer Shares Price Shares Xxxxxxx X.

  • At the first meeting of the Board of Directors of the Company after the delivery of the Closing Buyer Shares, currently contemplated for January 31, 2003, the Company’s Board of Directors shall increase the number of Directors which shall constitute the Company’s Board of Directors and the resulting vacancy shall be filled by the Company’s Board of Directors electing Mx. Xxxxxxx as a Class II Director, with a term expiring at the 2003 Annual Meeting of Stockholders.

  • The Seller has adequate means of providing for its current needs and possible contingencies, and is able to bear the high degree of economic risk associated with this acquisition, including, without limitation, the possibility of the complete loss of the entire value of the Closing Buyer Shares.

  • Buyer and the Members agree to allocate the final Closing Cash Payment and the Closing Buyer Shares (together with any Aggregate True-Up Payment and other amounts required to be taken into account under Section 1060 of the Code) (“Allocable Amount”) consistent with the allocation methodology as provided on Section 7.6 to the Disclosure Schedule (the “Allocation Methodology”).


More Definitions of Closing Buyer Shares

Closing Buyer Shares means, subject to adjustment pursuant to Section 2.12, a number of shares of Buyer Common Stock equal to the quotient of (i) Twenty Million Dollars ($20,000,000.00), divided by (ii) the VWAP Price.
Sample 1
Closing Buyer Shares has the meaning given to such term in Section 1.3(b).
Sample 1
Closing Buyer Shares has the meaning set forth in Section 2(d)(x) below.
Sample 1

Related to Closing Buyer Shares

  • Seller Shares means all shares of Common Stock of the Company owned as of the date hereof or hereafter acquired by a Common Holder, as adjusted for any stock splits, stock dividends, combinations, subdivisions, recapitalizations and the like.

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

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

  • Acquisition Shares means the shares of an Acquiring Fund to be issued to the corresponding Target Fund in a reorganization under this Agreement.

  • Sold Shares shall have the meaning specified in Section 6.

  • Purchaser Shares means the common shares in the capital of the Purchaser.

  • Purchased Shares has the meaning set forth in Section 2.01.

  • Second Closing has the meaning set forth in Section 2.2.

  • 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.

  • Closing Merger Consideration has the meaning set forth in Section 2.02

  • Option Closing Purchase Price shall have the meaning ascribed to such term in Section 2.2(b), which aggregate purchase price shall be net of the underwriting discounts and commissions.

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

  • Buyer Stock means the common stock, par value $0.0001 per share, of Buyer.

  • Consideration Shares shall have the meaning set forth in Section 2.7(c).

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

  • Put Shares means all shares of Common Stock issued, or that the Company shall be entitled to issue, per any applicable Put Notice in accordance with the terms and conditions of this Agreement.

  • Purchased Stock means a right to purchase Common Stock granted pursuant to Article IV of the Plan.

  • Sale Shares shall have the meaning set forth in Recital B above; and

  • Transferred Shares means all or any portion of a Member’s Shares that the Member seeks to Transfer.

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

  • Acquired Shares has the meaning set forth in the Recitals.

  • Subsequent Closing shall have the meaning ascribed to such term in Section 2.4.

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

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

  • Company Securities means (i) the Common Stock, (ii) securities convertible into or exchangeable for Common Stock and (iii) any options, warrants or other rights to acquire Common Stock.

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