Closing Merger Shares definition

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

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.

• On the Closing Date, Parent shall deliver a number of shares of Parent Common Stock equal to the Closing Merger Shares to the Exchange Agent for exchange and issuance in accordance with this Article I shares (which shall be in non-certificated book-entry form), in accordance with the provisions of an exchange agent agreement to be executed at the Effective Time in form reasonably acceptable to the Stockholders Representative.

• Following the Effective Time, Parent shall issue or cause to be issued (or pay or cause to be paid) the Service Provider Closing Merger Shares, the Service Provider Holdback Shares, the Service Provider Milestone Shares and the Service Provider Commercial Milestone Cash Consideration to the applicable Other Consideration Recipients (other than the Carve-Out Plan Participants), in each case, if issuable or payable and otherwise in accordance with the terms and conditions of this Agreement.

• Parent shall, as promptly as practicable after receipt of each properly surrendered Certificate (or Affidavit of Lost Certificate), together with such Letter of Transmittal and Investor Questionnaire, each duly executed and completed in accordance with the instructions thereto, cause the Exchange Agent to issue to such Company Stockholder the Closing Merger Shares to which such Company Stockholder is entitled pursuant to the Consideration Spreadsheet.

• Following the Effective Time and pursuant to the terms of the Carve-Out Plan, Parent shall promptly issue or cause to be issued the Carve-Out Plan Closing Merger Shares to the Carve-Out Plan Participants, in each case, in the number of such Carve-Out Plan Closing Merger Shares set forth opposite each Carve-Out Plan Participant’s name on the Consideration Spreadsheet.

• Parent shall also issue and deliver the Severance Shares to the intended recipients thereof at the Closing (the number of Severance Shares shall be determined using the same ratio and methodology as is used to calculate the Closing Merger Shares).

• The discount from market value applicable to the Closing Merger Shares and the Milestone Consideration Shares due to restrictions on free marketability shall have been determined in accordance with Section 4(d)(ii) of each certificate of designation included in the Certificate of Incorporation.

• Notwithstanding anything to the contrary contained in this Agreement, for all purposes of this Agreement, the Closing Merger Shares Consideration shall be reduced by the number of Company Dissenting Shares, and the Dissenting Stockholders shall have no rights to any portion of the Closing Merger Shares Consideration with respect to any Company Dissenting Shares.

• Purchaser shall cause the Exchange Agent pursuant to irrevocable instructions and the Payment Spreadsheet, to pay the Closing Merger Shares Consideration out of the Securities Exchange Fund, in accordance with this Agreement and the Payment Spreadsheet.

More Definitions of Closing Merger Shares

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.

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.

Closing Merger Shares shall have the meaning ascribed to it in Section 3.1 hereof.

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