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Closing Date Stock Consideration definition

Closing Date Stock Consideration has the meaning set forth in Section 2.11(a).
Sample 1
Closing Date Stock Consideration means a number of shares of Purchaser Common Stock having an aggregate Purchaser Stock Price equal to $300,000,000.
Sample 1Sample 2
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.
Sample 1

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 Closing Date Stock Consideration has been duly authorized and, upon issuance in accordance with the terms of this Agreement, will be validly issued, fully paid and non-assessable, issued free from preemptive rights, free and clear of all Encumbrances (other than those created or incurred by any Stockholder) and in compliance with applicable U.S. state and federal 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.

  • 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.

  • For the avoidance of doubt, (i) no additional consideration, in any form, shall be due or payable to the Eligible Stockholders on account of such adjustment and (ii) such adjustment shall occur ratably between the Aggregate Closing Date Stock Consideration and the Escrow Amount.

  • For the avoidance of doubt, (i) no additional consideration, in any form, shall be due or payable to Parent on account of such adjustment and (ii) such adjustment shall occur ratably between the Aggregate Closing Date Stock Consideration and the Escrow Amount.

  • 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”).

  • 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.

  • 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.

  • 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.


More Definitions of Closing Date Stock Consideration

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.
Sample 1
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: (A) If the Upfront Closing Price is at least 80% but not more than 120% of the Upfront Signing Price, then the Applicable Denominator shall equal the Upfront Closing Price; (B) If the Upfront Closing Price is greater than 120% of the Upfront Signing Price, then the Applicable Denominator shall equal 120% of the Upfront Signing Price; and (C) If the Upfront Closing Price is less than 80% of the Upfront Signing Price, then the Applicable Denominator shall equal 80% of the Upfront Signing Price.
Sample 1
Closing Date Stock Consideration means shares of Buyer Common Stock with an aggregate market value of $20,000,000, based on the average closing sales price per share of Buyer Common Stock as reported by the NYSE for the ten trading days immediately preceding the Closing Date.
Sample 1
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).
Sample 1
Closing Date Stock Consideration. Section 2.02(c) “Closing Indebtedness” Section 2.04(b)(i) “Closing Statement” Section 2.04(b)(i)
Sample 1

Related to Closing Date Stock Consideration

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

  • Aggregate Stock Consideration is defined in Section 2.05C.

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

  • Common Stock Consideration has the meaning set forth in Section 1.6(b).

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

  • Per Share Stock Consideration has the meaning set forth in Section 3.01(a)(i).

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

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

  • Initial Consideration shall have the meaning set forth in Section 5.01.

  • Earnout Consideration has the meaning set forth in Section 2.8.

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

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

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

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

  • 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 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.

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

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

  • 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.

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

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

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

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

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

Most Referenced Clauses

Most Referenced Definitions