Closing Stock Merger Consideration definition

Closing Stock Merger Consideration means an amount equal to 50% of the Estimated Closing Merger Consideration, to be delivered in whole shares of Parent Stock, which such number of shares to be equal to (i) 50% of the Estimated Closing Merger Consideration, divided by (ii) the volume- weighted average trading price of the Parent Stock as reported by NASDAQ for the thirty (30) consecutive trading days ending on the day immediately preceding the Closing Date, and which such shares of Parent Stock to be delivered to the Exchange Agent in the names of the Company Equityholders and in accordance with their respective Allocation Percentage; provided, that as to any fraction of a share of Parent Stock to which a Company Equityholder would otherwise be entitled, the Parent shall pay such amount of the Closing Stock Merger Consideration in cash.
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Closing Stock Merger Consideration means a number of shares of Buyer Common Stock equal to (a) the product of (x) the Closing Total Merger Consideration multiplied by (y) the Equity Consideration Percentage divided by (b) the Closing Per Share Price.
Sample 1
Closing Stock Merger Consideration means a number of shares of Acquiror Common Stock equal to the StockMerger Consideration Value divided by the Stock Price; provided, that in no event shall the Closing Stock Merger Consideration exceed 24,883,161 shares of Acquiror Common Stock.
Sample 1

Examples of Closing Stock Merger Consideration in a sentence

  • At the Closing, Parent will have sufficient authorized but unissued shares or treasury shares of Parent Common Stock for Parent to meet its obligation to deliver the Closing Stock Merger Consideration under this Agreement.

  • Within 90 days after the Closing Date, Buyer shall cause the Closing Stock Merger Consideration deliverable pursuant to the Merger and an additional number of shares of Buyer Stock as estimated by Buyer to be sufficient hereunder to be duly listed for trading on the Nasdaq National Market and/or approved for listing upon official notice of issuance.

  • Parent shall cause the Closing Stock Merger Consideration to be listed on the Nasdaq promptly following the Closing.

  • Parent is eligible to register the Closing Stock Merger Consideration for resale by the direct and indirect equityholders of the Company on a shelf registration statement (as defined in Rule 405 promulgated under the 0000 Xxx) on Form S-3 under the 1933 Act.

  • At the Closing, Parent shall make appropriate book entries evidencing issuance to Seller of the shares of Parent Common Stock comprising the Closing Stock Merger Consideration.

  • Prior to the Effective Time, the Purchaser shall transfer to the Paying Agent via wire transfer of immediately available funds, cash in an amount equal to the Closing Stock Merger Consideration.

  • To the extent that a portion of the total amount due under the Telecom Investment Note can be paid off by Parent Common Stock, Parent may elect to pay such amount by issuing Parent Common Stock to the note holder, in which case the parties shall reduce the same amount from the Base Stock Merger Consideration and Closing Stock Merger Consideration to be paid by Parent at the Closing.

  • Parent, Buyer and Merger Sub each have all necessary power and authority to execute and deliver this Agreement and each other Transaction Document to which it is a party, to perform its obligations thereunder and to consummate the transactions contemplated hereby and thereby (including the issuance of the Closing Stock Merger Consideration).

  • The aggregate number of Buyer Stock delivered at the Closing (the "Closing Stock Merger Consideration") shall be 1,631,149 shares (the "Base Shares").


More Definitions of Closing Stock Merger Consideration

Closing Stock Merger Consideration means 6,458,500 shares of Parent Common Stock; provided, that if Parent, prior to the Effective Time, issues for cash (i) shares of Parent Common Stock or (ii) options, warrants or other securities exchangeable or convertible into shares of Parent Common Stock in any transaction (other than in each case in an underwritten public offering) and at a price (or, in the case of securities described in clause
Sample 1
Closing Stock Merger Consideration means an amount equal to 50% of the Estimated Closing Merger Consideration, to be delivered in whole shares of Parent Stock, which such number of shares to be equal to (i) 50% of the Estimated Closing Merger Consideration, divided by (ii) the volume-weighted average trading price of the Parent Stock as reported by NASDAQ for the thirty (30) consecutive trading days ending on the day immediately preceding the Closing Date, and which such shares of Parent Stock to be delivered to the Exchange Agent in the names of the Company Equityholders and in accordance with their respective Allocation Percentage; provided, that as to any fraction of a share of Parent Stock to which a Company Equityholder would otherwise be entitled, the Parent shall pay such amount of the Closing Stock Merger Consideration in cash.
Sample 1
Closing Stock Merger Consideration means each share of Company Common Stock (other than Dissenting Shares) converted into the right to receive (A) the Common Stock Closing Consideration, (B) a pro rata share of the Adjustment Amount, if any, (C) a pro rata share of the Escrow Consideration (D) a pro rata share of the Holdback Consideration.
Sample 1
Closing Stock Merger Consideration means the Base Stock Merger Consideration plus (a) the Net Working Capital minus Net Working Capital Target (which may be a positive or a negative number), plus (b) the Closing Cash, minus (c) the Aggregate Value of Exchange Options, minus (d) the Indemnity Escrow Amount, minus (e) the Purchase Price Adjustment Escrow Amount, as set forth on the Spreadsheet.
Sample 1
Closing Stock Merger Consideration means 6,458,500 shares of Parent Common Stock; provided, that if Parent, prior to the Effective Time, issues for cash (i) shares of Parent Common Stock or (ii) options, warrants or other securities exchangeable or convertible into shares of Parent Common Stock in any transaction (other than in each case in an underwritten public offering) and at a price (or, in the case of securities described in clause (ii) above, with an exercise price) below $13.35 per share (such issue price or exercise price being referred to as the “Adjusted Price”), then the Closing Stock Merger Consideration shall be a number of shares of Parent Common Stock equal to the quotient of $86,250,000 divided by the Adjusted Price; provided, further, that in no event shall the Closing Stock Merger Consideration exceed 7,187,500 shares.
Sample 1
Closing Stock Merger Consideration means a number of shares of Parent Common Stock equal to (i) $100,000,000 divided by (ii) the Average Parent Stock Price.
Sample 1

Related to Closing Stock Merger Consideration

  • Closing Merger Consideration has the meaning set forth in Section 2.02

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

  • Final Merger Consideration has the meaning set forth in Section 2.10(b)(ii)(D).

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

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

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

  • Closing Consideration shall have the meaning set forth in Section 2.1(b).

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

  • Estimated Merger Consideration shall have the meaning set forth in Section 2.10(a).

  • Aggregate Merger Consideration has the meaning set forth in Section 2.1(a).

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

  • Stock Consideration has the meaning set forth in Section 2.01(c).

  • Common Stock Consideration has the meaning set forth in Section 1.6(b).

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

  • Per Share Stock Consideration has the meaning set forth in Section 3.01(a)(i).

  • Closing Cash Consideration has the meaning set forth in Section 2.02.

  • Closing Stock Price means the Stock Price as of the last day of any Performance Measurement Period.

  • Aggregate Stock Consideration means a number of shares of Acquiror Common Stock equal to the quotient obtained by dividing (i) (x) the Base Purchase Price less (y) the Aggregate Cash Consideration, by (ii) $10.00.

  • Cash Consideration has the meaning set forth in Section 2.2.

  • Equity Consideration has the meaning set forth in Section 2.3(b)(ii).

  • Acquisition Consideration means the purchase consideration for any Permitted Acquisition and all other payments by Borrower or any of its Subsidiaries in exchange for, or as part of, or in connection with, any Permitted Acquisition, whether paid in cash or by exchange of Equity Interests or of properties or otherwise and whether payable at or prior to the consummation of such Permitted Acquisition or deferred for payment at any future time, whether or not any such future payment is subject to the occurrence of any contingency, and includes any and all payments representing the purchase price and any assumptions of Indebtedness, “earn-outs” and other agreements to make any payment the amount of which is, or the terms of payment of which are, in any respect subject to or contingent upon the revenues, income, cash flow or profits (or the like) of any person or business; provided that any such future payment that is subject to a contingency shall be considered Acquisition Consideration only to the extent of the reserve, if any, required under GAAP at the time of such sale to be established in respect thereof by Borrower or any of its Subsidiaries.

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

  • Conversion Consideration shall have the meaning specified in Section 14.12(a).

  • Transaction Consideration has the meaning set forth in Section 11.7 hereof.

  • Merger Sub Common Stock means the shares of common stock, par value $0.001 per share, of Merger Sub.

  • Earnout Consideration has the meaning set forth in Section 2.6 below.