Closing Common Stock definition

Closing Common Stock means the 78,239,712 shares of Common Stock to be issued to the Investor on the Closing Date.

Closing Common Stock means 14,118,233 shares of the Buyer Common Stock.

Closing Common Stock means the number of shares of Company Common Stock issued and outstanding immediately prior to the Effective Time.

Examples of Closing Common Stock in a sentence

• Subject to the satisfaction (or waiver) of the terms and conditions of this Agreement, the Buyer agrees to purchase at Closing (as defined herein below) and the Company agrees to sell and issue to the Buyer at Closing, Common Stock in the amount corresponding with the Subscription Amount set forth opposite the Buyer’s name on Schedule I hereto (the “Shares”).

• The portion of the Closing Common Stock Merger Consideration or Closing Preferred Stock Merger Consideration that each Common Stockholder or Preferred Stockholder is entitled to receive pursuant to Section 1.6(b) or Section 1.6(c), and the portion of the Merger Consideration deposited into each Escrow Account on the account of each such Stockholder, shall be rounded to the nearest cent (with $0.005 being rounded upward).

• Each vested RSU will be settled by delivery to the Participant of one share of the Company’s (or successor’s at or after the Closing) Common Stock (a “Share”) as promptly as practicable, and in any event within 30 days, following the applicable Vesting Date (each, a “Payment Date”), but in no event later than March 15 of the year following the year during which the applicable Vesting Date occurs.

• Buyer shall use its best efforts to file a registration statement for the resale of Closing Common Stock and shares of Closing Common Stock underlying the conversion of the Buyer Preferred Stock, as soon as practicable following the Closing and shall use its reasonable best efforts to cause such registration statement to be declared effective under the Securities Act as promptly as practicable after the filing thereof and to remain effective.

• The purchase and sale of the Third Closing Common Stock under Section 1.1(b) above shall take place at the offices of VLG three (3) trading days following the Anniversary Date or at such other time and place as the Company and the Investor mutually agree upon orally or in writing (which time and place are designated as the "Third Closing").

• At the Effective Time, Parent shall deposit, or shall cause to be deposited, in trust with the Paying Agent cash in an amount sufficient to pay the aggregate Per Share Closing Common Stock Consideration to be paid pursuant to Section 3.1 (such amounts being hereinafter referred to as the “Exchange Fund”).

• If any Certificates are not surrendered (or, if applicable, affidavits submitted) prior to the date that is one hundred and eighty (180) days after the Effective Time, unclaimed amounts (including interest thereon) of the Per Share Closing Common Stock Consideration shall, to the extent permitted by applicable Law, become the property of the Surviving Corporation and may be commingled with the general funds of the Surviving Corporation, free and clear of all claims or interest.

• The aggregate number of shares of Common Stock issued on conversion of shares of Series B Preferred Stock pursuant to paragraph 5(b)(ii) shall not exceed the lesser of 6,508,777 shares and the quotient of $10,000,000 divided by the Closing Common Stock Price (the "Second Maximum Conversion Amount").

• Notwithstanding anything to the contrary in this Section 4, any adjustment to the Pre-Stockholder Approval CPR Share Number shall not cause such number to exceed (x) a number equal to 19.99% of the number of shares of Common Stock outstanding as of the date immediately prior to the execution of the Investment Agreement, less (y) the number of shares of Initial Closing Common Stock (as such numbers referred to in clauses (x) and (y) may be adjusted pursuant to this Section 4, mutatis mutandis).

• For purposes of calculating the number of shares in the Wexford Stock Issuance, each share of General Partner Common Stock will be deemed to have a value equal to the Closing Common Stock Price.

More Definitions of Closing Common Stock

Closing Common Stock has the meaning set forth in Section 2(a)(i)(1). “Common Stock” means the common stock, par value $0.001 per share, of the Corporation and any other security issued or issuable in respect thereof, or in substitution therefor, in connection with any share subdivision, split, bonus issue, dividend or combination, or any reclassification, recapitalization, merger, amalgamation, consolidation, exchange or other similar reorganization or otherwise, and shall also include any other class of common stock of the Corporation hereafter authorized. “Corporation” has the meaning set forth in the Preamble. “Xx Xxxxxxxx Directors” has the meaning set forth in Section 2(a). “Xx Xxxxxxxx Entities” means, collectively, the Initial Stockholder and its Affiliates. “Xx Xxxxxxxx Indemnitors” has the meaning set forth in Section 3. “Xx Xxxxxxxx Majority” means the Xx Xxxxxxxx Stockholders then owning a majority of the shares of Common Stock held by all Xx Xxxxxxxx Stockholders. “Xx Xxxxxxxx Stockholder” means the Initial Stockholder and any Xx Xxxxxxxx Entity that becomes an owner of any shares of Common Stock, from the Initial Stockholder or another Xx Xxxxxxxx Stockholder. In connection with, and as condition to, any such transfer, such Xx Xxxxxxxx Entity, shall execute a signature page hereto and Schedule A shall be amended and restated to provide that such Xx Xxxxxxxx Entity has rights and obligations of a Xx Xxxxxxxx Stockholder hereunder. “DGCL” shall mean the Delaware General Corporation Law. “Everi Entities” means, collectively, the Corporation and its Affiliates. “Excluded Entity” has the meaning set forth in Section 10(a)(viii). “Final Lock-up Release Date” has the meaning set forth in Section 8(a). “Group” has the meaning set forth in Section 13(d)(3) of the Securities Exchange Act. “Identified Person” has the meaning set forth in Section 9. “Independence Requirement” means independent within the meaning of the New York Stock Exchange (NYSE) listing standards (or applicable requirements of such other national securities exchange designated as the primary market on which the Common Stock is then listed for trading) and otherwise meet the requirements or qualifications for being an independent director of the Corporation as specified in the rules and regulations of the SEC and other applicable law or defined in the policies or voting recommendation positions of nationally recognized shareholder advisory firms.

Closing Common Stock means the amount of Common Stock outstanding as of the Closing Date assuming the conversion or exercise of all (a) NORD Options, (b) NORD Warrants, (c) NORD Convertibles and (d) Deferred Stock Units. Closing Common Stock shall not include any “out-of-the money” (a) NORD Options, (b) NORD Warrants and (c) NORD Convertibles.