Closing Stock Consideration definition

Closing Stock Consideration has the meaning set forth in Section 2.2.

Closing Stock Consideration has the meaning provided in Section 1.03(c).

Closing Stock Consideration means a number of shares of Parent Common Stock equal to the quotient obtained by dividing (a) the Aggregate Closing Value by (b) the Ten-Day Average.

Examples of Closing Stock Consideration in a sentence

• To the extent Closing Stock Consideration is issued as consideration hereunder, the Closing Stock Consideration will be issued in compliance with all applicable securities Legal Requirements and other applicable Legal Requirements, in each case in all material respects.

• Such Seller has no contract, undertaking, agreement or arrangement with any Person to sell, transfer or pledge to such Person or to anyone else the Closing Stock Consideration, or any part thereof, and such Seller has no present plans to enter into any such contract, undertaking, agreement or arrangement.

• Subject to the representations and warranties of the Company and of the Sellers contained herein, at the Closing, Parent will have sufficient authorized but unissued shares of capital stock to effect the Closing Stock Consideration and, if applicable, the Interested Adjusted Contingent Consideration.

• The Closing Stock Consideration and the Contingent Consideration (if payable in Parent Stock) when issued and delivered by Parent in accordance with the terms of this Agreement, will be duly authorized and validly issued, fully paid and non-assessable and free and clear of any Encumbrances (other than transfer restrictions under U.S. federal and state securities laws and under the Investor Rights Agreement and the Escrow Agreement).

• Each Seller and each Affiliate designated by a Seller to receive the Closing Stock Consideration is not a U.S. Person (as defined in Rule 902(k) promulgated under the Securities Act) (each Seller and each such Affiliate, a “Non-U.S. Recipient”).

More Definitions of Closing Stock Consideration

Closing Stock Consideration means 2,450,000 shares of Marcus Common Stock.

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.

Closing Stock Consideration means the Aggregate Closing Consideration, minus the aggregate portion thereof payable in respect of In-the-Money Company Options, Phantom Share Awards and SAR Awards pursuant to Section 1.06.

Closing Stock Consideration is defined in Section 1.5(a).

Closing Stock Consideration means the number of shares of common stock of Buyer (“Buyer Common Stock”) with an aggregate value equal to Thirty-Two Million, Seven Hundred Sixty Thousand and No/100 Dollars ($32,760,000.00), based upon a per share value equal to the weighted average transaction price for Buyer Common Stock on the Principal Market for the 10 trading days immediately preceding the Closing.

Closing Stock Consideration means that number of shares of Parent Common Stock equal to the quotient of $4,570,000 divided by the Parent Stock Per Share Price, rounded to the nearest whole share.

Closing Stock Consideration means 100,000 shares of Series A Non-Voting Preferred Stock of Purchaser having such terms as are set forth in the Certificate of Designations.