Closing Stock Payment definition

Closing Stock Payment shall have the meaning set forth in Section 3.2(c).

Closing Stock Payment has the meaning set forth in Section 2.05(b).

Closing Stock Payment shall consist of one or more certificates in the name of Seller evidencing an aggregate number of shares of Buyer Common Stock equal to $5,205,294 divided by the Buyer Stock Per Share Price; and

Examples of Closing Stock Payment in a sentence

• On or before the Closing Date, Buyer shall cause that number of Alliance Shares to be issued as the Closing Stock Payment pursuant to the terms of this Agreement to be approved for listing on the New York Stock Exchange (the “NYSE”), subject to official notice of issuance.

• The Closing Stock Payment and the Escrow Payment, when issued in accordance with the terms of this Agreement, will be duly authorized, validly issued, fully paid and non-assessable and not subject to any preemptive rights and issued in compliance with all applicable securities laws and all other Applicable Laws.

• Each such Stockholder that makes the deliveries to the Paying Agent required by this Agreement, the Letter of Transmittal and the Paying Agent Agreement prior to the Closing Date will be paid his, her or its Closing Stock Payment on the same Business Day as the Effective Time.

• Seller understands that any shares issued as part of the Closing Stock Payment and the Milestone Stock Payment may bear the following or a similar legend: “THE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

• The shares of Purchaser Common Stock comprising the Closing Stock Payment will not be registered at the Closing under the Securities Act, but such shares and all shares of Purchaser Common Stock payable in connection with the achievement of Milestone Events will be covered by a Registration Rights Agreement between Purchaser and Seller, in the form attached hereto as Exhibit D, to be executed and delivered at Closing.

More Definitions of Closing Stock Payment

Closing Stock Payment means the portion of the Closing Merger Consideration that each Stockholder will be entitled to receive at the Closing, which shall equal the product of (i) the Closing Common Stock Per Share Merger Consideration, multiplied by (ii) the number of shares of Common Stock (other than shares of Common Stock cancelled pursuant to Section 1.02(ii) and Dissenting Shares) held by such Stockholder immediately prior to the Effective Time, except that the Rollover Holders will not receive any Closing Stock Payment with respect to any Stock that is Rollover Equity.

Closing Stock Payment as defined in Section 2.3.

Closing Stock Payment means a number of newly issued BHVN Common Shares equal to (a) (x) the Closing Stock Consideration Amount, (y) divided by the Market Value Per Share, (b) plus such number of newly issued BHVN Common Shares necessary to round the Per Share Stock Consideration issuable to any former holder of Eligible Shares up to the nearest whole share.

Closing Stock Payment shall have the meaning set forth in Section 2.2(a)(i).

Closing Stock Payment means a number of shares of Buyer Common Stock equal to $75,000,000.00 divided by the Buyer Stock Price. “CoC Payment Schedule” is defined in Section 2.3(a)(iii).

Closing Stock Payment is defined in Section 1.5(a)(iii).

Closing Stock Payment means such number of shares of ADS Common Stock equal in value to $15,662,000, minus such number of shares that are payable by Compec to its broker as set forth on Schedule 2.15. The per share valuation price (the "Closing Valuation Price") of the ADS Common Stock shall be equal to the average closing price for the 10 consecutive business days ending the business day immediately prior to the Closing Date, as published in The Wall Street Journal, Eastern Edition. The Buyers shall pay the Closing Stock Payment to the Compec Stockholders on the Closing Date.