Closing Warrant Consideration definition

Closing Warrant Consideration means 2,000,000 Acquiror Warrants which are identical to the Forfeit Warrants, including that such Acquiror Warrants shall be designated Private Placement Warrants under the Warrant Agreement.
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Closing Warrant Consideration means the amount equal to (a) the product obtained by multiplying (i) the amount of the Per Share Closing Merger Consideration, and (ii) the Warrant Shares, minus (b) the exercise price of the Vested Warrant.
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Closing Warrant Consideration has the meaning set forth in Section 1.04(d).
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Examples of Closing Warrant Consideration in a sentence

  • Each Warrant outstanding immediately prior to the Effective Time shall be cancelled as of the Effective Time and each holder thereof shall have the right to receive, in respect of each share of Company Common Stock underlying such Warrant, an amount in cash, without interest, equal to (i) the Closing Warrant Consideration Per Share applicable to such Warrant minus (ii) amounts deducted in accordance with Sections 2.4 and 2.5.

  • Please deliver the share portion of the Closing Warrant Consideration for the Warrant as directed in Part B below in accordance with the Allocation Election made by the undersigned in Part B below.

  • Please deliver the share portion of the Closing Warrant Consideration for the Options to which the undersigned is entitled to receive as directed in Part B below in accordance with the Allocation Election made by the undersigned in Part B below.

  • Subject to execution and delivery of this Letter of Transmittal, the undersigned’s compliance with the provisions herein, and in accordance with the terms and conditions of the Merger Agreement the Company shall deliver to the undersigned the cash portion of the undersigned’s Closing Warrant Consideration.

  • Please deliver the share portion of the Closing Warrant Consideration for the Options to which the undersigned is entitled to receive as directed in Part A below in accordance with the Allocation Election made by the undersigned in Part A below.

  • The Payment Agent will, no later than the later of (i) the Closing Date or (ii) five (5) Business Days after receipt of a properly surrendered Company Preferred Stock Warrant and delivery of a duly completed and executed Warrant Termination Agreement, cause the payment of the Closing Warrant Consideration to be made to the holder of such Company Preferred Stock Warrant by wire transfer of immediately available funds to the account designated by such holder in the Warrant Termination Agreement.

  • Please deliver the cash portion of the Closing Warrant Consideration for the Warrant as directed in Part A below.

  • The Exchange Agent shall cause such portion of the Merger Consideration (x) to be held for the benefit of holders of Company Capital Stock, Vested Company Options and Vested Company Warrants and (y) to be applied promptly to making the payments of the Per Share Closing Merger Consideration, Per Share Closing Option Consideration and Per Share Closing Warrant Consideration, as the case may be, to such holders.

  • To receive the Closing Warrant Consideration as set forth in the Merger Agreement (and upon release, the undersigned’s Proportionate Share of the Escrow Amount) for the Warrant, the undersigned must complete, sign and deliver this Letter of Transmittal and the enclosed Form W-9 (or the applicable Form W-8 in the case of non-U.S. persons), together with the other documents required by this Letter of Transmittal, to the address set forth above.

  • In addition, Interland shall issue and hold the Stock Consideration and Warrant Consideration, as reduced by the Indemnity Escrow and Net Debt Shortfall Escrow pursuant to Section 2.3 below (such net amount being the "Closing Stock Consideration" and "Closing Warrant Consideration", respectively), in the names of the stockholders entitled to receive such Stock and Warrant Consideration as specified in Section 2.2 below (the "Exchange Securities").


More Definitions of Closing Warrant Consideration

Closing Warrant Consideration means, for each Warrant, the (a) amount (rounded down to the nearest whole cent and which shall not be less than $0) by which (i) the product of (A) the aggregate number of shares of Capital Stock subject to such Warrant multiplied by (B) the Per Share Closing Merger Consideration exceeds (ii) the aggregate cash exercise price that would be paid in the event of full exercise of such Warrant minus (b) the amount equal to product obtained by multiplying (i) the Per Share Special Escrow Amount by (ii) the aggregate number of shares of Capital Stock subject to such Warrant.
Sample 1
Closing Warrant Consideration means, (x) for each Warrant to purchase Preferred Stock, the amount equal to the product obtained by multiplying (A) the amount by which the sum of (i) the applicable Preferred Per Share Amount and (ii) the Per Share Common Closing Cash Consideration times the number of shares of Common Stock into which such share of Preferred Stock would be converted pursuant to the Certificate of Incorporation exceeds the exercise price of such Warrant and (B) the aggregate number of shares of Preferred Stock subject to such Warrant (rounded down to the nearest whole cent) and (y) for each Warrant to purchase Common Stock, the amount equal to the product obtained by multiplying (A) the amount by which the Per Share Common Closing Cash Consideration exceeds the exercise price of such Warrant and (B) the aggregate number of shares of Common Stock subject to such Warrant (rounded down to the nearest whole cent).
Sample 1

Related to Closing Warrant Consideration

  • Warrant Consideration has the meaning specified in Section 4(i)(i) hereof.

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

  • 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.

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

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

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

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

  • Closing Merger Consideration has the meaning set forth in Section 3.2(a)(ii).

  • Net Consideration means “net consideration” as defined in Regulation Section 1.848-2(f));

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

  • Aggregate Stock Consideration has the meaning set forth in Section 3.01(b)(iii).

  • Option Closing Purchase Price shall have the meaning ascribed to such term in Section 2.2(b), which aggregate purchase price shall be net of the underwriting discounts and commissions.

  • Exchangeable Share Consideration has the meaning provided in the Exchangeable Share Provisions.

  • Earn-Out Consideration has the meaning set forth in Section 2.08(a)(i).

  • Share Consideration has the meaning given to it in Section 2.2;

  • Per Share Consideration means (i) if the consideration paid to holders of the Common Stock consists exclusively of cash, the amount of such cash per share of Common Stock, and (ii) in all other cases, the volume weighted average price of the Common Stock as reported during the ten (10) trading day period ending on the trading day prior to the effective date of the applicable event. If any reclassification or reorganization also results in a change in shares of Common Stock covered by subsection 4.1.1, then such adjustment shall be made pursuant to subsection 4.1.1 or Sections 4.2, 4.3 and this Section 4.4. The provisions of this Section 4.4 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers. In no event will the Warrant Price be reduced to less than the par value per share issuable upon exercise of the Warrant.

  • Closing Purchase Price shall have the meaning ascribed to such term in Section 2.1(b), which aggregate purchase price shall be net of the underwriting discounts and commissions.

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

  • Per Share Purchase Price equals $1.00, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the date of this Agreement.

  • Base Consideration has the meaning set forth in Section 1.2.

  • Earnout Consideration has the meaning specified in Section 2.05(a).

  • Common Warrant Shares means the shares of Common Stock issuable upon exercise of the Common Warrants.

  • Share Purchase Price shall have the meaning ascribed to such term in Section 2.1(b).

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

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

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