Closing Parent Shares definition

Closing Parent Shares means 1,590175 shares of Parent Common Stock (subject to appropriate adjustment for any stock splits, stock combinations, stock dividends, recapitalizations or similar event occurring after the date hereof and prior to the Closing Date).
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Closing Parent Shares is defined in Section 3.1(a).
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Closing Parent Shares means the sum of (a) the Parent Shares less (b) the Escrow Shares.
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Examples of Closing Parent Shares in a sentence

  • At the Closing, (i) Buyer shall pay, or cause to be paid, to each Seller, by wire transfer of immediately available funds to the respective account of such Seller set forth in the Payment Statement, such Seller’s Pro Rata Share of the Estimated Closing Cash Consideration and (ii) Buyer shall direct Parent to, and Parent shall, on behalf of Buyer, issue or cause to be issued, to each Seller in book-entry form, such Seller’s Pro Rata Share of the Closing Parent Shares.

  • The aggregate purchase price for the Acquisition is an amount, payable as set forth in this Agreement, equal to the sum of (i) the Closing Cash Consideration, plus (ii) the Closing Parent Shares, plus (iii) the Additional Consideration, plus (iv) the Deferred Consideration, plus (v) the Earnout Consideration (such sum, in the aggregate, the “Purchase Price”), plus the assumption of the Assumed Liabilities.

  • The Closing Parent Shares will be subject to a lock-up arrangement pursuant to which (i) one-third (1/3) of the Closing Parent Shares will be released four (4) months plus one (1) day after the date of Closing, (ii) one-third (1/3) of the Closing Parent Shares will be released one year after the date of Closing, and (iii) the remainder of the Closing Parent Shares (1/ 3) will be released eighteen (18) months after the date of Closing.

  • Furthermore, such instability could threaten the security of the Group's assets, staff and transportation systems.

  • Thereafter, such holder of shares of Parent Common Stock constituting Closing Parent Shares issuable in exchange therefor shall be entitled to receive, without interest, after the time of such surrender, the amount of cash dividends or other distributions made to holders of shares of Parent Common Stock with a record date after the Merger I Effective Time theretofore paid with respect to such whole shares of Parent Common Stock.

  • The aggregate purchase price for the Acquisition is an amount, payable as set forth in this Agreement, equal to the sum of (i) the Closing Cash Consideration, plus (ii) the Closing Parent Shares, plus (iii) theAdditional Consideration, plus (iv) the Deferred Consideration, plus (v) the Earnout Consideration (such sum, in the aggregate, the “Purchase Price”), plus the assumption of the Assumed Liabilities.

  • In no event shall the aggregate of all Initial Closing Cash Payments to be paid to the US Sellers exceed $30,000,000 less the amount outstanding as of the Initial Closing Date under the Convertible Promissory Note (the "Convertible Promissory Note") dated August 3, 1999 (the "Aggregate Cash Purchase Price") and in no event shall the aggregate of all Initial Closing Parent Shares to be issued to the US Sellers exceed 4,092,280 shares of Parent Common Stock (the "Aggregate Share Number").

  • No Indemnified Party shall be entitled to indemnification under this Agreement in respect of any Losses to the extent such Losses were specifically taken into account in the calculation of, and reduced the Aggregate Closing Parent Shares, including the calculation of the Unpaid Transaction Expenses, Closing Indebtedness, and the Closing Working Capital.

  • For purposes of dividends or other distributions in respect of shares of Parent Common Stock constituting Closing Parent Shares, all whole shares of Parent Common Stock to be issued pursuant to Merger I shall be entitled to cash dividends or other distributions pursuant to the immediately preceding sentence as if such whole shares of Parent Common Stock constituting Closing Parent Shares were issued and outstanding as of the Merger I Effective Time.


More Definitions of Closing Parent Shares

Closing Parent Shares means an amount equal to 11,000,000 less the Closing Parent Stock Options.
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Closing Parent Shares means a number of shares of DMS Class A Common Stock, rounded down to the nearest whole number, equal to the quotient of (a) $20,000,000, divided by (b) the Per Share Value as of the Closing Date.
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Closing Parent Shares means the Total Parent Shares minus the Holdback Shares minus the Note Conversion Shares and minus the Optionholder Shares.
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Closing Parent Shares means a number of Parent Shares equal to (a) the number of Initial Parent Shares, minus (b) the number (if any) of Parent Shares delivered by APSLP to Parent pursuant to Section 2.10(d).
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Closing Parent Shares in Section 11.01 of the Agreement is hereby deleted in its entirety and replaced with the following:
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Related to Closing Parent Shares

  • Parent Shares means the shares of common stock, par value $1.00 per share, of Parent.

  • Closing Shares shall have the meaning ascribed to such term in Section 2.1(a)(i).

  • Parent Shareholder Approval means the affirmative vote of the holders of a majority of the votes cast by holders of outstanding shares of Parent Stock on the proposal to approve the issuance of Parent Stock as provided in this Agreement at the Parent Special Meeting.

  • Acquisition Shares means each class of shares of beneficial interest of an Acquiring Fund to be issued to the corresponding Target Fund in a reorganization under this Agreement.

  • Closing Merger Consideration has the meaning set forth in Section 3.2(a)(ii).

  • Buyer Shares means the common stock, with a par value of $0.0001 per share, of Buyer.

  • Company Shareholder Approval has the meaning set forth in Section 4.03(d).

  • Initial Merger Consideration has the meaning set forth in Section 2.2(a).

  • Merger Shares has the meaning set forth in Section 2.2(c).

  • Company Shareholders means holders of Company Shares.

  • Company Shares means the common shares in the capital of the Company;

  • Parent Share Price means the average of the volume weighted averages of the trading prices of Parent Common Shares on NYSE (as reported by Bloomberg L.P. or, if not reported therein, in another authoritative source mutually selected by Parent and the Company in good faith) on each of the 20 consecutive trading days ending on (and including) the trading day that is two trading days prior to the Closing Date.

  • Company Shareholder means a holder of Company Shares.

  • Closing Stock Consideration means a number of shares of Parent Common Stock equal to (a) the Stock Consideration, minus (b) any shares of Parent Common Stock used to fund the SC Escrow Amount.

  • Per Share Merger Consideration has the meaning set forth in Section 3.1(a).

  • Seller Shares means all shares of Common Stock of the Company owned as of the date hereof or hereafter acquired by a Common Holder, as adjusted for any stock splits, stock dividends, combinations, subdivisions, recapitalizations and the like.

  • Closing Warrants shall have the meaning ascribed to such term in Section 2.1(a)(ii).

  • Merger Closing means “Closing,” as that term is defined in the Merger Agreement.

  • Buyer Stock means the common stock, par value $0.001 per share, of Buyer.

  • Company Stockholder Approval has the meaning set forth in Section 4.2(b).

  • Exchange Shares has the meaning set forth in Section 2.01(b).

  • Purchaser Shares means the common shares in the capital of the Purchaser.

  • SpinCo Shares means the shares of common stock, par value $0.01 per share, of SpinCo.

  • Company Share Plans means, collectively, (i) the 2018 Share Incentive Plan of the Company, which replaced the Company’s 2010 Share Incentive Plan in its entirety, and (ii) the Post-IPO Share Incentive Plan of the Company.

  • Parent Stockholder Approval means the approval of the Parent Common Stock Issuance by the affirmative vote of a majority of the votes cast at the Parent Stockholders Meeting in accordance with the rules and regulations of the NYSE and the Organizational Documents of Parent.

  • Purchaser Preferred Stock means the shares of preferred stock, par value $0.0001 per share, of the Purchaser.