Company Common Stock Consideration definition

Company Common Stock Consideration means the Parent Shares issuable to Company Common Stock Holders pursuant to Section 2.1(a).
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Company Common Stock Consideration means 800,000 shares of Holdings Class A Common Stock at a value of $10 per share issued to the Company Members pursuant to the Rollover Agreement.
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Company Common Stock Consideration means the Purchase Price, less the Ivy Group Consideration, less Designated Debt, less the Company Preferred Stock
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Examples of Company Common Stock Consideration in a sentence

  • If, after the Effective Time, any such stockholder fails to perfect or effectively withdraws or loses his right to appraisal, such Dissenting Shares shall thereupon be treated as if they had been converted as of the Effective Time into the right to receive the Company Common Stock Consideration to which such holder is entitled, without interest or dividends thereon.

  • The delivery of the Per Share Company Common Stock Consideration, the Per Share Company Preferred Stock Consideration and the Earn Out Shares shall be made in accordance with the allocation set forth on the Company Closing Certificate provided to Parent pursuant to Section 2.04(b).

  • Notwithstanding the foregoing provisions of this Section 3.06(a), in the event the per share exercise price of a Company Stock Option as in effect as of immediately prior to the Effective Time is greater than or equal to the cash equivalent of the Per Share Company Common Stock Consideration, such Company Stock Option shall be cancelled at the Effective Time for no consideration.

  • Security · Company Common Stock Consideration and Use of Proceeds · At closing, 50% of the Aggregate JV Investment Shares Price would be funded by Gold to the China JV as a capital contribution (such amount, together with any remaining portion of the Aggregate JV Investment Shares Price that is released to Gold or the China JV from the Escrow Account, the “Gold JV Contribution”).

  • At the Effective Time, by virtue of the Mergers and without any action on the part of any Party or any action on the part of the holders of securities of any Party, all of the shares of Holdings issued and outstanding immediately prior to the Effective Time (other than the Company Common Stock Consideration) shall be canceled and extinguished without any conversion thereof or consideration therefor.

  • If any Available Closing Date Cash remains at Closing consistent with Section 7.10, then at the Closing, the SPAC Parties shall cause Holdings to pay to the Company Members the Company Member Redemption Consideration in lieu of issuing the applicable Company Common Stock Consideration pursuant to the terms and conditions of the Rollover Agreement (the “Company Member Redemption”).

  • The delivery of the Per Share Company Common Stock Consideration, the Per Share Company Special Voting Stock Consideration and the Earn Out Shares shall be made in accordance with the allocation set forth on the Company Closing Certificate provided to Parent pursuant to Section 2.04(b).

  • Pursuant to the Merger Agreement, each share of Legacy Matterport common stock issued and outstanding immediately prior to the effective time of the transactions contemplated by the Merger Agreement was automatically converted into the right to receive a number of shares of the Issuer's Class A Common Stock based on the Per Share Company Common Stock Consideration (as defined in the Merger Agreement).


More Definitions of Company Common Stock Consideration

Company Common Stock Consideration has the meaning set forth in Section 3(a).
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Related to Company Common Stock Consideration

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

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

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

  • Company Common Stock means the common stock, par value $0.01 per share, of the Company.

  • Company Common Shares means the common shares in the capital of the Company;

  • 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.

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

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

  • Common Stock Price means, with respect to the Company and each of the Peer Companies, as of a particular date, the average of the Fair Market Value over the 15 consecutive trading days ending on, and including, such date (or, if such date is not a trading day, the most recent trading day immediately preceding such date); provided, however, that if such date is the date upon which a Transactional Change of Control occurs, the Common Stock Price of a share of common stock as of such date shall be equal to the fair value, as determined by the Committee, of the total consideration paid or payable in the transaction resulting in the Transactional Change of Control for one share of Common Stock.

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

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

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

  • Merger Sub Common Stock means the common stock, par value $0.01 per share, of Merger Sub.

  • Newco Common Stock means the common stock, par value $.01 per share, of Newco.

  • Pubco Common Stock means all classes and series of common stock of Pubco, including the Class A Common Stock and Class B Common Stock.

  • New Common Stock means shares of Common Stock and/or securities convertible into, and/or other rights exercisable for, Common Stock, which are offered or sold in a New Transaction.

  • 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.

  • Cash Merger Consideration has the meaning set forth in Section 2.9(a).

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

  • Parent Stock Price means the average of the volume weighted averages of the trading prices of Parent Common Stock on the NYSE (as reported by Bloomberg L.P. or, if not reported therein, in another authoritative source mutually selected by Parent and the Company in good faith) on each of the five (5) consecutive trading days ending on the trading day that is two (2) trading days prior to the Closing Date.

  • Common Shares means the common shares in the capital of the Corporation;

  • Parent Class A Common Stock means the Class A Common Stock, par value $0.01 per share, of Parent.

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

  • Series B Common Stock means the Series B Common Stock, par value $0.01 per share, of the Company.

  • Parent Share Price means the average of the volume weighted averages of the trading prices of Parent Common Shares on NYSE (as reported by Bloomberg L.P. or, if not reported therein, in another authoritative source mutually selected by Parent and the Company in good faith) on each of the 20 consecutive trading days ending on (and including) the trading day that is two trading days prior to the Closing Date.

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