Closing Equity Consideration definition

Closing Equity Consideration means the (a) the aggregate equity consideration payable under the Business Combination Agreement, consisting of shares of Class A Common Stock (valued at $10.00 per share), RSUs and Class C Common Stock, and (b) the aggregate S1 Holdco Class B Units retained by System1 Equityholders at the Closing (valued at $10.00 per share), which together amount to approximately $667,500,000.

Closing Equity Consideration. 1,037,000 shares of Purchaser Common Stock; provided, that if the Fully-Diluted Equity increases or decreases between the date of this Agreement and the Closing, the number of shares of Purchaser Common Stock which constitute the Closing Equity Consideration shall be increased or decreased, as applicable, by multiplying (x) the number of shares by which the Fully-Diluted Equity has increased or decreased by (y) 7.386%.

Closing Equity Consideration means 26,139,590 TKO Common Units (subject to appropriate and equitable adjustment for any stock splits, reverse splits, stock dividends, or similar events affecting the price per share of TKO PubCo Class A Common Stock or TKO Common Units after the execution of this Agreement, but excluding any such transactions announced prior to the date of this Agreement and any stock repurchase program or cash dividends announced on the date of this Agreement or concurrently with the announcement of the Transaction).

Examples of Closing Equity Consideration in a sentence

• Upon and subject to the terms herein, at Closing, Buyer will issue and deliver to Seller, in Seller’s name, in book entry, the Closing Equity Consideration set forth in Schedule 1 attached hereto, free and clear of all Encumbrances (other than those arising under securities laws and pursuant to the Lock-up Letter).

• Notwithstanding anything to the contrary herein, at the Closing, Seller shall pay any Overage Amount as directed by the Purchaser, either (1) in cash or (2) at the Seller’s election (the “Closing Equity Election”) by reducing the number of shares of Purchaser Common Stock (rounding up to the nearest whole share in the case of any fractional shares) that it would receive as Closing Equity Consideration equal to (x) the Overage Amount, divided by (y) the Per Share Price.

• Upon and subject to the terms herein, Buyer will issue to each Seller the Closing Equity Consideration pursuant to Section 2.2 as consideration for the Sale Stock of such Seller.

• Upon and subject to the terms herein, Buyer will issue to Seller the Closing Equity Consideration pursuant to Section 2.2 as consideration for the Sale Stock and the Warrant Assignment.

• He returned only after fully knowing the gradient, topography and the feel of the unknown territory of thoughts, ideas or theories he had set to explore.Marx, if need arose, labelled his opponents “rascals” and even “bedbugs.” If any person did not tread his line of reasoning the person was likely to be showered with his wrath.

More Definitions of Closing Equity Consideration

Closing Equity Consideration means 493,254 Parent Shares.

Closing Equity Consideration means an amount equal to (a) the Closing Consideration, multiplied by (b) a fraction, the numerator of which is $292,500,000 and the denominator of which is the Enterprise Value.

Closing Equity Consideration means a number of validly issued, fully paid and non-assessable shares of Buyer Common Stock determined by dividing (a) $6,480,000 by (b) the Buyer Stock Price.

Closing Equity Consideration has the meaning set forth in Section 2.06(a).

Closing Equity Consideration has the meaning set forth in Section 3.1(a)(i).

Closing Equity Consideration means 2,776,949 shares of Buyer Common Stock less the number of shares of Buyer Common Stock with an aggregate value equal to the sum of (i) the Cash-Only Share Consideration and (ii) the Cash-Only Option Consideration.

Closing Equity Consideration means a number of Parent Shares equal to (a) the difference of (i) the Closing Equity Proceeds minus (ii) the Purchase Price Adjustment Holdback Amount divided by (b) the Closing Per Share Price.