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.
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.
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

Examples of Closing Stock Merger Consideration in a sentence

  • 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.

  • The Stockholders have agreed to and have authorized the allocation of the Closing Stock Merger Consideration and Estimated Closing Cash Merger Consideration to Stockholders as set forth in Schedule 3.4.

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

  • Each of these shared ministries has circumstances and history which are unique.


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 (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.
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.
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.
Closing Stock Merger Consideration means, as of any time of determination, the Estimated Merger Consideration.
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.
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.
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.