Closing Consideration Conversion Ratio definition

Closing Consideration Conversion Ratio means a number of Purchaser Ordinary Shares equal to the quotient obtained by dividing (a) the Purchaser Merger Shares; by (b) the number of Company Securities, on a fully-diluted, fully-exchanged and converted basis, in each case, as listed on Schedule 1.17.
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Closing Consideration Conversion Ratio means a number of Parent Class A Shares equal to the quotient obtained by dividing (a) the Closing Payment Shares; by (b) the Fully Diluted Company Shares, in each case, as listed on the Capitalization Schedule delivered prior to Closing.
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Closing Consideration Conversion Ratio means a number of shares of Purchaser Common Stock equal to the quotient obtained by dividing:
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Examples of Closing Consideration Conversion Ratio in a sentence

  • Nothing contained in this Section 4.1(j) or in the updated Capitalization Schedule delivered pursuant hereto shall be construed or deemed to: (x) modify the Company’s obligations to obtain Parent’s prior consent to the issuance of any securities pursuant to Section 7.1(a)(xvi); or (y) alter or amend the total aggregate number of Closing Payment Shares issuable or reserved for issuance to the Company Securityholders; or (z) alter or amend the definition of Closing Consideration Conversion Ratio.

  • Nothing contained in this Section 4.1(j) or in the updated Capitalization Schedule delivered pursuant hereto shall be construed or deemed to: (x) modify the Company’s obligations to obtain Parent’s prior consent to the issuance of any securities pursuant to Section 7.1(a)(xvi); or (y) alter or amend the total aggregate number of Closing Payment Shares issuable or reserved for issuance to the Company Securityholders; or (z) alter or amend the definition of Closing Consideration Conversion Ratio.

  • At the Closing, each Unvested Company Option which is outstanding two Business Days prior to the Effective Time shall be exchanged at the Closing Consideration Conversion Ratio into options (the “Purchaser Merger Unvested Options”) to purchase shares of Purchaser Common Stock that will be (a) issued pursuant to the GreenVision Acquisition Corp.

  • At the Effective Time, such Company Shares shall be exchanged for shares of Purchaser Common Stock at the Closing Consideration Conversion Ratio (subject to the lockup restrictions under Section 7.4 hereof).

  • The Company Shares issued upon exercise of the vested Company Options shall thereafter be exchanged for Purchaser Merger Shares at the Effective Time after giving effect to the Closing Consideration Conversion Ratio (and subject to the lockup restrictions under Section 7.4 hereof).

  • By: Zhigeng (Xxxxx) Fu Name: Zhigeng (Xxxxx) Fu Title: Chief Executive Officer HELBIZ, INC, By: /s/ Xxxxxxxxx Xxxxxxx Name: Xxxxxxxxx Xxxxxxx Title: Chief Executive Officer By: /s/ Xxxxxxxxx Xxxxxxx Name: Xxxxxxxxx Xxxxxxx The Closing Consideration Conversion Ratio would be 4.84 based on the following assumptions.


More Definitions of Closing Consideration Conversion Ratio

Closing Consideration Conversion Ratio means a number of shares of Purchaser Common Stock equal to the quotient obtained by dividing (i) the sum of (a) the Purchaser Merger Shares and (b) the shares of Purchaser Common Stock underlying the Vested Company Option (as assumed exercised on a cashless basis); by (ii) the number of Company Securities, on a fully-diluted, fully-exchanged and converted basis (assuming the cashless exercise of the Vested Company Options), in each case, as listed on S chedule 1.17(a). Based on the assumptions set out in Schedule 1.17(a), the Closing Consideration Conversion Ratio would be as set out on Schedule 1.17(a).
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Closing Consideration Conversion Ratio means a number of shares of Purchaser Common Stock equal to the quotient obtained by dividing (i) the sum of (a) the Purchaser Merger Shares and (b) the shares of Purchaser Common Stock underlying the Vested Company Option (as assumed exercised on a cashless basis); by (ii) the number of Company Securities, on a fully-diluted, fully-exchanged and converted basis (assuming the cashless exercise of the Vested Company Options), in each case, as listed on Schedule 1.17(a). Based on the assumptions set out in Schedule 1.17(a), the Closing Consideration Conversion Ratio would be as set out on Schedule 1.17(a). 3. Section 1.11 of the Merger Agreement is hereby amended and restated as follows:
Sample 1
Closing Consideration Conversion Ratio means a number of shares of Purchaser Common Stock equal to the quotient obtained by dividing: the sum of (a) the Purchaser Merger Shares (25,247,995 based on the above assumptions) and (b) the shares of Purchaser
Sample 1

Related to Closing Consideration Conversion Ratio

  • Conversion Ratio means the ratio (expressed as the number of Shares to which one Warrant relates) specified by the Issuer, subject to adjustments in accordance with these Conditions.

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

  • Initial Conversion Price has the meaning specified in Section 13.01.

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

  • New Conversion Price means the amount determined in accordance with the following formula, which shall apply from the QTE Effective Date: NCP = ECP * (VWAPAES / VWAPOS) where:

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

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

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

  • Series B Conversion Price means, as of the applicable Conversion Date, the greater of (A) the average of the Market Values of the Common Stock for the five consecutive Trading Days preceeding (but not including) such Conversion Date, or (B) the then effective Series B Minimum Conversion Price.

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

  • Fixed Conversion Price shall have the meaning set forth in Section 4(b).

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

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

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

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

  • Exchange Ratio shall have the meaning set forth in Section 24(a) hereof.

  • Company Conversion Price means, the lower of (i) the applicable Conversion Price and (ii) that price which shall be computed as ninety five percent (95%) of the lowest Volume Weighted Average Price of the Common Stock during the fifteen (15) consecutive Trading Days immediately preceding the applicable Installment Date. All such determinations to be appropriately adjusted for any stock split, stock dividend, stock combination or other similar transaction.

  • Base Merger Consideration means $1,500,000,000.

  • Base Conversion Price shall have the meaning set forth in Section 5(b).

  • Closing Stock Consideration has such meaning as set forth in Section 2.7(b).

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

  • Estimated Merger Consideration shall have the meaning set forth in Section 2.10(a).

  • Series A Conversion Price shall initially be equal to $0.71. Such initial Series A Conversion Price, and the rate at which shares of Series A Preferred Stock may be converted into shares of Common Stock, shall be subject to adjustment as provided below.

  • Daily Conversion Value means, for each of the 40 consecutive Trading Days during the relevant Observation Period, 2.5% of the product of (a) the Conversion Rate on such Trading Day and (b) the Daily VWAP on such Trading Day.

  • Applicable Stock Price means, in respect of a Conversion Date, the average of the Closing Sale Prices per share of Common Stock over the five-Trading Day period starting the third Trading Day following such Conversion Date.

  • Interest Conversion Price means, with respect to any Interest Date, that price which shall be computed as 100.0% of the arithmetic average of the Weighted Average Price of the Common Stock on each of the ten (10) consecutive Trading Days immediately preceding the applicable Interest Date (each, an “Interest Measuring Period”). All such determinations to be appropriately adjusted for any stock split, stock dividend, stock combination or other similar transaction during such period.