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 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. 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%.
Examples of Closing Equity Consideration in a sentence
The Merger Agreement provides for post-Closing adjustments to the proceeds deliverable in connection with the Closing to the extent that the actual amounts of indebtedness, transaction expenses, cash or working capital are greater or less than the amounts included in the Estimated Closing Equity Consideration (defined below) calculated prior to Closing.
More Definitions of Closing Equity Consideration
Closing Equity Consideration means 493,254 Parent Shares.
Closing Equity Consideration means a number of validly issued, fully paid and non-assessable shares of Buyer Common Stock determined by dividing (a) $6,173,744 by (b) the Buyer Stock Price.”
Closing Equity Consideration means a number of Parent Shares equal to (a) the difference of (i) the Closing Equity Proceedsminus (ii) the Purchase Price Adjustment Holdback Amount divided by (b) the Closing Per Share 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.