Closing Equity Consideration definition

Closing Equity Consideration means 20,005,803 Buyer Shares, 24,221,428 Buyer Preferred Shares and 100,804 Buyer Warrants, as apportioned among the Sellers as set forth on Exhibit A.

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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 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

In no event shall the Seller’s aggregate liability pursuant to Section 10.2.1 exceed the value of the Closing Equity Consideration (determined at Closing) received by the Seller.
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.
The Parties acknowledge that a portion of the shares of Buyer Parent Common Stock comprising the Closing Equity Consideration and the Deferred Equity True-Up Amount will be delivered to the Employee Benefit Trust to hold on behalf of its beneficiaries (the “EBT Equity Consideration”).
The shares of Acquiror Parent Class A Common Stock issuable upon exchange of the Acquiror Units and Acquiror Parent Class B Common Stock to be issued as Closing Equity Consideration and Indemnity Equity shall have been approved for listing on the NYSE, subject to official notice of issuance (the “NYSE Listing Approval”).
Notwithstanding Section 2.01(a), Parent shall pay the cash value of the Per Share Closing Equity Consideration (based on the Per Share Parent Share Value on the Business Day prior to the Closing Date) that would otherwise be issued to each Stockholder holding less than 40,000 shares of Common Stock immediately prior to the Closing.

More Definitions of Closing Equity Consideration

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 means 493,254 Parent Shares.

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 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) $6,173,744 by (b) the Buyer Stock Price.”

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

Closing Equity Consideration means the number of shares of Parent Common Stock equal to the Merger Consideration Shares, minus the Indemnity Escrow Shares and minus the Adjustment Escrow Shares.