Closing Date Equity Consideration definition

Closing Date Equity Consideration means the portion of the Equity Consideration equal to 19.9% of Purchaser’s total outstanding voting securities as of the Closing Date, less the amount of Purchaser’s common stock issued as merger consideration pursuant to the Merger Agreement, and such Closing Date Equity Consideration will not exceed in any event the number of shares of Purchaser’s common stock that Purchaser may issue in the aggregate pursuant to the transactions contemplated hereunder without breaching Purchaser’s obligations under the rules and regulations of the NASDAQ Capital Markets.
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Closing Date Equity Consideration means a number of ETP Common Units equal to the ETP Equity Consideration, less the Holdback Equity Consideration.
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Closing Date Equity Consideration means a number of OP Common Units, rounded down to the nearest whole number, equal to (i) the OP Unit Value divided by (ii) the Market Price.
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Examples of Closing Date Equity Consideration in a sentence

  • The Seller agrees that it has not and will not take any action that could have an adverse effect on the availability of the exemption from registration provided by Regulation D promulgated under the Securities Act with respect to the Closing Date Equity Consideration.

  • Following Closing, Purchaser shall take all necessary actions at the 2018 annual shareholder meeting in order to obtain Purchaser Stockholder Approval of the issuance of shares of Purchaser common stock equal to the Equity Consideration less the Closing Date Equity Consideration (the “Contingent Equity Payment”).

  • Disclaimer of Other Representations and Warranties 31 Article 4 Representations and Warranties of Parent and the Buyer 32 Section 4.1. Authority; Binding Effect 32 Section 4.2. Organization 32 Section 4.3. Consents 33 Section 4.4. Non-Contravention 33 Section 4.5. Brokers 33 Section 4.6. Financing; Closing Date Equity Consideration 33 Section 4.7. Litigation 34 Section 4.8. Acquisition for Investment 35 Section 4.9. Due Diligence Review, Projections 35 Section 4.10.

  • A notation shall be made in respect of the Closing Date Equity Consideration on the books and records of the transfer agent in respect of the legends set forth in ‎Section 5.21.

  • A number of ETP Common Units equal to such Contributor’s allocated portion of the Closing Date Equity Consideration as set forth on the Allocation Schedule to an account at the ETP Transfer Agent specified by such Contributor no fewer than three (3) Business Days prior to the Closing.

  • The poem which Dudley-Smith wrote as the lyric very much reminded me of The Magnificat as we read in Luke.

  • The OP Common Units representing the Closing Date Equity Consideration will be subject to the restrictions on transfer set forth in the OP LPA and reflect a legend (as an annotation on the books and records of the transfer agent) in the form set forth in the OP LPA.

  • DFHT will use its reasonable best efforts to cause the shares of DFHT Class A Common Stock constituting the IMC Closing Date Equity Consideration and the CareMax Closing Date Equity Consideration to be approved for listing on the NASDAQ as promptly as practicable following the issuance thereof, subject to official notice of issuance, prior to the Closing.

  • A number of ETP Common Units equal to such Contributor’sallocated portion of the Closing Date Equity Consideration as set forth on the Allocation Schedule to an account at the ETP Transfer Agent specified by such Contributor no fewer than three (3) Business Days prior to the Closing.

  • Seller acknowledges that the Closing Date Equity Consideration is not registered under the Securities Act or any state securities Laws, and that the Closing Date Equity Consideration may not be transferred or sold except pursuant to the registration provisions of the Securities Act or pursuant to an applicable exemption therefrom and subject to state securities Laws and regulations, as applicable.


More Definitions of Closing Date Equity Consideration

Closing Date Equity Consideration shall have the meaning given in the Purchase Agreement.
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Closing Date Equity Consideration means the amount calculated as follows: (A) $34,675,000, minus (B) the Stockholder Loan Repayment Amount, minus (C) the BB&T Fee Amount;
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Closing Date Equity Consideration means a number of OP Common Units, rounded down to the nearest whole number, equal to (i) the OP Unit
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Closing Date Equity Consideration means the IMC Closing Date Equity Consideration and the CareMax Closing Date Equity Consideration.
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Closing Date Equity Consideration means a number of Purchaser Common Units and an equal number of shares of Parent Class C Common Stock equal to the quotient of (a) $150,000,000, divided by (b) the Parent Common Stock VWAP, in each case, as may be adjusted in accordance with Section 2.07, which number, as of the Signing Date, shall be 3,840,246.
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Related to Closing Date Equity Consideration

  • Equity Consideration has the meaning set forth in Section 2.02.

  • 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.

  • Closing Date Acquisition shall have the meaning assigned to such term in the recitals hereto.

  • Permitted Acquisition Consideration means in connection with any Permitted Acquisition, the aggregate amount (as valued at the Fair Market Value of such Permitted Acquisition at the time such Permitted Acquisition is made) of, without duplication: (a) the purchase consideration paid or payable in cash for such Permitted Acquisition, 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 including any and all payments representing the purchase price and any assumptions of Indebtedness and/or Guarantee Obligations, “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 and (b) the aggregate amount of Indebtedness incurred or assumed in connection with such Permitted Acquisition; provided, in each case, that any such future payment that is subject to a contingency shall be considered Permitted Acquisition Consideration only to the extent of the reserve, if any, required under GAAP (as determined at the time of the consummation of such Permitted Acquisition) to be established in respect thereof for the Borrower or its Restricted Subsidiaries.

  • 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.

  • Closing Date Cash has the meaning specified in Section 3.4(a).

  • Acquisition Amount means, for an Acquired Receivable for which the Acquisition Amount is to be included in Available Funds for a Payment Date, the excess of (i) the present value of the Principal Balance of the Receivable as of the last day of the Collection Period immediately preceding the related Collection Period (calculated using the Discount Rate on the basis of a 360-day year of twelve 30-day months and assuming each amount is received at the end of the Collection Period in which the amount is scheduled to be received) over (ii) all cash collections and any other cash proceeds received by the Issuer on the related Receivable from (but excluding) the last day of the Collection Period immediately preceding the related Collection Period to the day on which such Receivable becomes an Acquired Receivable.

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

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

  • Closing Date Purchase Price shall have the meaning set forth in Section 2.1 hereof.

  • Transaction Consideration has the meaning set forth in Section 11.7 hereof.

  • Initial Consideration has meaning ascribed by Clause 4.1;

  • Closing Date Term Loans means the Term Loans made by the Term Lenders on the Closing Date to the Borrower pursuant to Section 2.01(1).

  • Shares Acquisition Date means the first date of public announcement by the Company or an Acquiring Person that an Acquiring Person has become such.

  • Closing Date Working Capital has the meaning specified in Section 2.3(b).

  • Acquisition Closing Date means the “Closing Date” as defined in the Acquisition Agreement.

  • Closing Date Transactions means, collectively (a) the funding of the Loans on the Closing Date and the execution and delivery of Loan Documents to be entered into on the Closing Date, (b) the Debt Proceeds Transfer, and (c) the payment of Closing Date Transaction Expenses.

  • Closing Date Term Loan has the meaning set forth in Section 2.4(a).

  • Closing Cash Payment has the meaning set forth in Section 2.06(a).

  • Closing Date Acquisition Agreement shall have the meaning assigned to such term in the recitals hereto.

  • Stock Acquisition Date means the first date of public announcement (which, for purposes of this definition, shall include, without limitation, a report filed pursuant to Section 13(d) under the Exchange Act) by the Company or an Acquiring Person that an Acquiring Person has become such.

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

  • Closing Merger Consideration has the meaning set forth in Section 3.2(a)(ii).

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

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

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