Closing Payment Shares definition

Closing Payment Shares means stock certificates representing, in the aggregate, 4,716,981 shares of Purchaser Common Stock payable to the Members (or their designees) with a deemed price per share of $10.60 (with a value of $50,000,000 in the aggregate).

Closing Payment Shares has the meaning set forth in Section 2.1(c).

Closing Payment Shares means, in the aggregate, 47,784,300 Purchaser Ordinary Shares to be issued to the Seller on the Closing Date, in accordance with Section 3.1.

Examples of Closing Payment Shares in a sentence

• The Closing Payment Shares, when issued in accordance with this Agreement, will be duly authorized and validly issued, and will be fully paid and nonassessable, free and clear of any Liens and not subject to or issued in violation of any right of any third party pursuant to any contract to which the Purchaser Parties are bound, applicable Law or the Purchaser Parties’ Organizational Documents.

• All securities issued upon the surrender of the certificates representing the Company Shares in accordance with the terms hereof, shall be deemed to have been issued in full satisfaction of all rights pertaining to such securities, provided that any restrictions on the sale and transfer of such Company Shares shall also apply to the Closing Payment Shares so issued in exchange.

• For avoidance of any doubt, at the Effective Time, each Shareholder of the Company will cease to have any rights with respect to the Company Shares, except the right to receive, without interest, the respective percentage of the Closing Payment Shares issuable to the Shareholders in accordance with the Shareholders’ Allocation Schedule.

• All securities issued upon the surrender of Company Shares in accordance with the terms hereof, shall be deemed to have been issued in full satisfaction of all rights pertaining to such securities, provided that any restrictions on the sale and transfer of such Company Ordinary Shares shall also apply to the Closing Payment Shares so issued in exchange.

• For avoidance of any doubt, each Shareholder of the Company will cease to have any rights with respect to the Company Shares, except the right to receive, without interest, the respective percentage of the Closing Payment Shares issuable to the Shareholders in accordance with the Shareholders’ Allocation Schedule.

More Definitions of Closing Payment Shares

Closing Payment Shares means 6,000,000 Purchaser Ordinary Shares, being the number of Purchaser Ordinary Shares equal to $60,000,000, divided by $10.00 per share.

Closing Payment Shares means, with respect to a Company Shareholder other than the Majority Shareholder, such number of the Consideration Shares to be received by such Company Shareholder at Closing, and with respect to the Majority Shareholder, such number of the Consideration Shares equal to the result of the total number of Consideration Shares payable to the Majority Shareholder less the number of Escrow Shares, in each case as set forth opposite of each Company Shareholder’s name in the Allocation Statement and subject to any adjustments made pursuant to Section 3.1.

Closing Payment Shares means stock certificates representing, in the aggregate, 30,700,000 shares of Parent Common Stock payable to the Stockholders and in such amounts set forth opposite each Stockholder’s name on Schedule 1.8, with a deemed price per share of the greater of the average closing sale price of the Company’s Common Stock for ten (10) consecutive trading days prior to the Closing or $13.30 (the “Deemed Value”).

Closing Payment Shares means an aggregate number of Parent Class A Shares, which for the avoidance of doubt is inclusive of the Escrow Shares, equal to the difference between (a) 21,500,000 Parent Class A Shares; minus (b) a number of Parent Class A Shares equal to one half (1/2) of the initial unallocated shares of Parent Class A Stock reserved for issuance under the Parent Equity Incentive Plan (which shall not exceed two and one-half percent (2.5%) of the issued and outstanding Parent Class A Shares as of immediately following the Effective Time as set forth in the Capitalization Schedule delivered prior to Closing (and approved by Parent, such approval not to be unreasonably withheld, conditioned or delayed)).

Closing Payment Shares means 4,716,981 shares of common stock of OPES to be issued to the Members, together with the Stock Portion. “Common Stock” means the common stock, par value $0.0001 per share, of OPES.

Closing Payment Shares means the ordinary shares of TKK in an aggregate number equal to $425,000,000 divided by the redemption price, that are to be issued to the Sellers upon the consummation of the Business Combination as consideration therefor;

Closing Payment Shares means stock certificates representing, in the aggregate, 200,000,000 shares of Purchaser Common Stock issuable to the Stockholders and in such amounts set forth opposite each Stockholder’s name on Schedule 1.7.