Company Merger Shares definition

Company Merger Shares means the product determined by multiplying (i) the Post-Closing Parent Shares by (ii) the Company Allocation Percentage.

Company Merger Shares means a number of shares equal to (i) the Company Valuation divided by (ii) $10.00.

Company Merger Shares means a number of Pubco Ordinary Shares equal to the quotient determined by dividing (i) the Aggregate Merger Consideration Amount by (ii) Per Share Price.

Examples of Company Merger Shares in a sentence

• The Parent Net Cash Calculation shall include Parent’s determination, as of the Cash Determination Time, of the defined terms herein necessary to calculate the Company Merger Shares.

• At least five (5) Business Days prior to the Closing Date, the Company shall deliver to HCAC and the Exchange Agent a schedule (the “Merger Payment Schedule”) showing the percentage allocation of the Company Merger Shares to each of the holders of Company Securities at the Closing (such holder’s “Pro Rata Share”) as well as the corresponding number of shares of HCAC Class A Common Stock to be issued to such holders of Company Securities pursuant to Section 3.01.

• The Closing Statement shall be prepared, and the Closing Net Debt, Net Working Capital, and Transaction Expenses and the resulting Aggregate Merger Consideration Amount and Company Merger Shares shall be determined in accordance with the Accounting Principles and otherwise in accordance with this Agreement.

• The Acquiror Board has received an opinion of Xxxxxxxx Capital, LLC to the effect that, as of September 7, 2023 and subject to the assumptions, qualifications, limitations and other matters set forth therein, the number of Company Merger Shares is fair, from a financial point of view, to shareholders of Acquiror other than the Sponsor.

• Parent shall, subject to receipt of the Parent Stockholder Approval (as defined in Section 5.4) of the Parent Stockholder Matters (as defined in Section 6.2(a)), reserve for issuance a number of shares of Parent Common Stock equal to at least (i) the number of Company Merger Shares, plus (ii) the number of Rounding Shares.

More Definitions of Company Merger Shares

Company Merger Shares means the sum of (i) the product of (A) the Post-Closing Parent Shares multiplied by (B) the Company Allocation Percentage, minus (ii) the Company Cash Balance Adjustment Shares, minus (iii) the Parent Cash Balance Adjustment Shares if the Parent Cash Amount is greater than the Parent Target, plus (iv) the Parent Cash Balance Adjustment Shares if the Parent Cash Amount is less than the Parent Target.

Company Merger Shares means 9,000,000 shares of Holdings Common Stock which number shall be subject to adjustment based upon the Net Debt (which for the avoidance of doubt do not include Earnout Shares in an amount up to 1,000,000 shares of Holdings Common Stock). For purposes of the Company Merger Shares, such amount assumes the Net Debt. For every dollar in excess of the Net Debt at Closing the Company Merger Shares shall be increased by 1/10 of one share and for every dollar less than the Net Debt at Closing the Company Merger Shares shall be decreased by 1/10 of one share.

Company Merger Shares means the product obtained by multiplying (A) the PubCo Outstanding Shares by (B) 94.5% (or as such percentage may be further determined or adjusted pursuant to Section 2.01(e)).

Company Merger Shares means a number of shares of HCAC Class A Common Stock equal to the quotient determined by dividing (a) 1,750,000,000 by (b) 10.00.

Company Merger Shares means the product determined by multiplying (i) the Company Fully-Diluted Merger Shares by (ii) a fraction, the numerator of which equals (A) the Company Fully-Diluted Shares minus (B) the Company Warrant Shares, and the denominator of which equals the Company Fully-Diluted Shares.

Company Merger Shares means an amount equal to (i) the product of (A) the Post-Closing Parent Shares multiplied by (B) the Company Allocation Percentage, minus (ii) the Company Cash Balance Adjustment Shares, plus (iii) the Parent Cash Balance Adjustment Shares.

Company Merger Shares means (a) the product determined by multiplying (i) the Post-Closing Parent Shares by (ii) the Company Allocation Percentage, minus (b) the number of shares of Parent Common Stock issuable upon the conversion of any convertible notes issued by the Company under a Permitted Bridge Financing.