Closing Percentage definition

Closing Percentage means one hundred percent (100%) minus the Escrow Percentage.

Closing Percentage means the percentage of the Parent Merger Shares each Equityholder is entitled to receive pursuant to the liquidation preference set forth in the Twelfth Amended and Restated Certificate of Incorporation of the Company.

Closing Percentage is defined in Section 2.3.

Examples of Closing Percentage in a sentence

• The shares of Purchaser's Common Stock issued to the Stockholders together with 68,000 additional shares of Purchaser's Common Stock to be included in the Option Program described in Schedule 3.1.3, represent [1.8%] of the Applicable Purchaser Shares, as calculated and defined in Schedule 4.7 hereto (the "Stockholders Closing Percentage").

• Percentage Rent for the Closing Percentage Rent Year shall be adjusted for the Percentage Rent Leases and paid to Sellers as follows.

• In the event that any Seller has received any payment of Percentage Rent under any Percentage Rent Lease for the applicable Closing Percentage Rent Year that is in excess of the Seller’s share as calculated as set forth above, the Purchaser shall be entitled to a credit to the Purchase Price equal to any such excess.

• Accordingly, at Closing, Percentage Rent will have been paid for the 4th calendar quarter of 2009, and will be accruing for the 1st calendar quarter of 2010.

• With respect to any Equityholder listed in Section 3.31(d) of the Disclosure Schedules, the Company shall also include each such Equityholder’s full legal name and address, Closing Percentage of the Parent Merger Shares and Earnout Percentage of any Additional Payments.

More Definitions of Closing Percentage

Closing Percentage means the lowest Composite Mining Fee quoted by the successful bidder at conclusion of Reverse Auction.

Closing Percentage means the amount expressed as a percentage derived from dividing the Aggregate Closing Cash by the sum of (i) the Aggregate Closing Cash and (ii) 29,906,000.

Closing Percentage shall be equal to 100 minus the Escrow Percentage. Code. “Code” shall mean the Internal Revenue Code of 1986, as amended. Company Capital Stock. “Company Capital Stock” shall mean the Company Common Stock and the Company Preferred Stock. Company Common Stock. “Company Common Stock” shall mean the common stock (par value $0.001 per share) of the Company. Company Contract. “Company Contract” shall mean any Contract: (a) to which any of the Acquired Corporations is a party; (b) by which any of the Acquired Corporations or any of its assets is or may become bound or under which any of the Acquired Corporations has, or may become subject to, any obligation; or (c) under which any of the Acquired Corporations has or may acquire any right or interest. Company Counsel. “Company Counsel” shall mean Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, Professional Corporation and any other legal counsel that has provided (or provides) services to or on A-1. Table of Contents

Closing Percentage means, with respect to a Seller, the percentage set forth across such Seller’s name on Exhibit A.

Closing Percentage means the quotient, expressed as a percentage, obtained by dividing (A) the Merger Consideration minus the Escrow Amount minus the Agent Fund Amount, by (B) the Merger Consideration.

Closing Percentage means one minus a fraction equal to (i) $8,500,000 over (ii) the Purchase Price (excluding any amounts that increase the Purchase Price pursuant to clause (ii) of such definition).

Closing Percentage means one hundred percent (100%) minus the sum of the Escrow Percentage and the Expense Percentage.