Closing Date Stock Consideration definition

Closing Date Stock Consideration means a number of shares of Purchaser Common Stock having an aggregate Purchaser Stock Price equal to $300,000,000.
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Closing Date Stock Consideration has the meaning set forth in Section 2(b)(ii) below.
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Closing Date Stock Consideration. Section 2.02(c) “Closing Indebtedness” Section 2.04(b)(i) “Closing Statement” Section 2.04(b)(i)
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Examples of Closing Date Stock Consideration in a sentence

  • The total purchase price for the Assets (the "Purchase Price") shall be One Hundred Eighty-Two Thousand One Hundred Forty-Seven and 09/100 Dollars ($182,147.09) ("Cash Consideration"), shares of Common Stock of Purchaser's parent company, Pentastar Communications, Inc., having a value of One Hundred Thousand Dollars ($100,000.00) (based upon the trading price for the five day period ending on the Closing Date) ("Stock Consideration"), and the assumption of Assumed Liabilities.

  • The Merger Consideration shall be calculated according to the methods and procedures in this Article II, and subject to adjustments at the Closing pursuant to Section 2.2(e) and Section 2.6. The Merger Consideration shall be payable in Closing Date Stock Consideration, Closing Date Adjusted Cash Consideration, and Deferred Cash Consideration.

  • Each of the Stockholders and the Seller acknowledges that neither the Parent nor the Buyer has any obligation to register or qualify the Parent Shares constituting the Closing Date Stock Consideration for resale.

  • The Seller is acquiring the Parent Shares constituting the Closing Date Stock Consideration for its own account and not with a view toward or for sale in connection with any distribution thereof, or with any present intention of distributing or selling such Parent Shares.

  • In order to comply with NASDAQ Market Rules, in no event shall Parent be obligated to issue such number of shares of Parent Common Stock in the Deferred First Installment Payment, any Additional Deferred Installment or the Consent Fee, together with the Closing Date Stock Consideration, in the aggregate, equal to or in excess of 20% of the outstanding shares of Parent Common Stock as determined immediately prior to the Closing (the “20% Threshold”).

  • Prior to the Closing, the Parent shall use commercially reasonable efforts to obtain all regulatory approvals needed to ensure that the Parent Shares to be issued to the Seller as Closing Date Stock Consideration shall be approved for listing on The Nasdaq Stock Market, subject to official notice of issuance.

  • Parent shall use reasonable best efforts to cause the Closing Date Stock Consideration to be approved for listing on the Nasdaq Stock Market prior to the Closing Date.

  • The Seller is acquiring the Closing Date Stock Consideration for its own account with the present intention of holding such securities for investment purposes and not with a view to, or for sale in connection with, any distribution of such securities in violation of any federal or state securities Laws.

  • The Seller acknowledges that it is informed as to the risks of the transactions contemplated hereby and of ownership of the Closing Date Stock Consideration.

  • Pursuant to the terms of the First Amendment to the Stock Option Agreement, dated as of June ___, 1997, by and between BARRA, GAT and Yamaichi (the "Option Amendment") following the Closing Date, Stock Consideration and Cash Consideration shall be substituted under the Yamaichi Option for GAT Shares based on the Consideration Ratio in Schedule A.


More Definitions of Closing Date Stock Consideration

Closing Date Stock Consideration means a number of shares of PubCo Class B Common Stock equal to the difference between (a) the Pre-Repurchase Closing Date Outstanding Units less (b) the Closing Date Repurchased Units.
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Closing Date Stock Consideration means an aggregate of 2,000,000 shares of JetPay Common Stock, free and clear of all Encumbrances (other than restrictions, if any, imposed by Law).
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Closing Date Stock Consideration means that number of whole shares of Parent Common Stock equal to the quotient of (A) an amount equal to the Closing Stock Percentage multiplied by the Closing Date Merger Consideration, divided by (B) the Applicable Denominator, payable in validly issued, fully paid and non-assessable shares of Parent Common Stock. For purposes of this definition, the “Applicable Denominator” shall be determined as follows:
Sample 1
Closing Date Stock Consideration means the aggregate number of validly issued, fully paid and non-assessable shares of Parent Common Stock to be issued to the Equityholders pursuant to this Agreement.
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Related to Closing Date Stock Consideration

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

  • Earnout Consideration has the meaning set forth in Section 2.6 below.

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

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

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

  • Acquisition Consideration means the purchase consideration for any Permitted Acquisition and all other payments by Borrower 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 Borrower or any of its Subsidiaries.

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

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

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

  • 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.

  • Equity Consideration has the meaning set forth in Section 2.3(b)(ii).