Closing Merger Shares definition

Closing Merger Shares means such number of shares of Parent Common Stock equal to (a) eighty-percent percent (80%) of the Total Merger Shares, rounded down to the nearest whole share, less (b) the Holdback Shares, plus (c) the Interim Financing Additional Shares, if any.

Closing Merger Shares means, subject to Section 2.20, a number of Parent Shares determined by dividing (a) forty percent (40%) of $10,000,000 by (b) the Parent Stock Value.

Closing Merger Shares means the number of whole shares of Parent Common Stock determined by dividing the Stock Consideration Amount by the Average Closing Price, rounded up to the nearest whole share; provided, that the Closing Merger Shares shall be increased or decreased (but in no event in excess of five percent (5%) of the number of Closing Merger Shares resulting by using the Average Closing Price) to equal the number of whole shares of Parent Common Stock determined by dividing the Stock Consideration Amount by the Alternative Closing Price, rounded up to the nearest whole share; provided, further, that in the event the number of Closing Merger Shares would result in the aggregate number of shares of Parent Common Stock issuable at the Closing (taken together with any Severance Shares and New Debt Conversion Shares) exceeding 19.9% of the number of shares of Parent Common Stock outstanding at the time of Closing, then the Closing Merger Shares shall equal that number of shares of Parent Common Stock equal to 19.9% of the number of shares of Parent Common Stock outstanding as of the Closing Date, minus the Severance Shares and New Debt Conversion Shares (the “Capped Closing Merger Shares”), and the difference (the “Closing Shortfall”) between the Stock Consideration Amount and the portion of the Stock Consideration Amount represented by the Capped Closing Merger Shares shall be added to the amount to be paid by Parent (or that Parent shall cause to be paid) to the Exchange Agent for further distribution to the Stockholders, at the time of, and together with, the first to be paid Milestone Payment in accordance with the provisions of Section 1.08.

Examples of Closing Merger Shares in a sentence

• Notwithstanding anything contained herein to the contrary, the number of Closing Merger Shares issuable hereunder shall be reduced by the Holdback Shares, which shall serve as partial security for the indemnification obligations of the Company Stockholders hereunder and shall be issued, if at all, in accordance with the terms of Section 7.09.

• Parent shall take such actions as may be necessary to list the Closing Merger Shares, and if applicable, any Holdback Shares and/or Milestone Shares, for trading on The NASDAQ Capital Market.

• For purposes of the immediately preceding sentence, the value of shares of Parent Common Stock delivered by a Stockholder shall be deemed to be (i) in the case of Closing Merger Shares, the Closing Date Price per share, and (ii) in the case of Milestone Consideration Shares, the Parent Stock Value attributable thereto.

• Parent shall use its reasonable best efforts to maintain the continuous effectiveness of such Registration Statement or Prospectus Supplement until the earlier of (A) the date all such Closing Merger Shares have been sold pursuant to such Registration Statement or Prospectus Supplement, or (B) such time as all holders of such Closing Merger Shares may sell such Closing Merger Shares under Rule 144 of the Securities Act.

• For purposes of this Section 5.04, Closing Merger Shares and Milestone Consideration Shares shall include any Parent Common Stock issued as a dividend or other distribution with respect to or in exchange for or in replacement of any such shares.

• Altschul, Jr. and the Company have agreed that any and all severance payments that are payable or may become payable by the Company in respect of Mr. Altschul shall be paid in Parent Common Stock, as determined in accordance with the valuation set forth in the definition of Closing Merger Shares.

• Upon notice of the existence of a Black Out Period from Parent to any Stockholders with respect to any Registration Statement (or Prospectus Supplement), such Stockholder shall refrain from selling its Closing Merger Shares or Milestone Consideration Shares under such Registration Statement (or Prospectus Supplement) until such Black Out Period has ended.

• Parent shall take such actions as may be necessary to list the Closing Merger Shares, and if applicable, any Milestone Consideration Shares, for trading on the NASDAQ Global Market.

• The Closing Merger Shares, the Control Share Consideration, and the Escrowed Shares shall have been approved for quotation on NASDAQ, subject to official notice of issuance.

• Ph.D. and the Company have agreed that at least sixty three (63%) of any and all severance payments that are payable or may become payable by the Company in respect of Dr. McMahon shall be paid in Parent Common Stock, as determined in accordance with the valuation set forth in the definition of Closing Merger Shares.

More Definitions of Closing Merger Shares

Closing Merger Shares shall have the meaning set forth in Section 2.3(a)(ii) of this Agreement.

Closing Merger Shares means that number of unregistered shares of Parent Common Stock (which in no event shall include the Carve-Out Plan Shares) equal to the quotient obtained by dividing (a) the Closing Merger Amount by (b) the Closing Payment Average Closing Price.

Closing Merger Shares means a number of shares of Parent Common Stock equal to the quotient of (i) $4,706,000 d ivided by (ii) the Closing Date Price.

Closing Merger Shares has the meaning set forth in the Merger Agreement.

Closing Merger Shares means that number of unregistered shares of Parent Common Stock equal to (i) 4,400,000, minus (ii) the Adjustment Shares.