Company Share Consideration definition

Company Share Consideration is defined in the recitals to this Agreement.
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Company Share Consideration means an amount equal to the aggregate Per Share Merger Consideration payable in respect of Shares pursuant to Section 2.1(a).
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Company Share Consideration means (a) with respect to each Company Common Share, a number of CHFW Shares equal to the Exchange Ratio, and (b) with respect to each Company Preferred Share, a number of CHFW Shares equal to (i) the aggregate number of Company Common Shares that would be issued upon conversion of such Company Preferred Share based on the applicable conversion ratio immediately prior to the Effective Time, multiplied by (ii) the Exchange Ratio.
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Examples of Company Share Consideration in a sentence

  • Notwithstanding anything to the contrary contained in this Agreement, in the event that a duly executed copy of this Agreement is not delivered to Pubco by a Person receiving Company Share Consideration in connection with the Closing, such Person failing to provide such signature shall not be a party to this Agreement or have any rights or obligations hereunder, but such failure shall not affect the rights and obligations of the other parties to this Agreement as amongst such other parties.

  • The amount of the Company Share Consideration and the 2023 Pre-Funded Warrant Consideration, if any, as so deposited with the Paying Agent will not be used for any purpose other than to fund payments pursuant to Section 2.8(b) and Section 2.8(d), except as expressly provided for in this Agreement.

  • As soon as practicable following the F-Reorg Time, and in any event within two (2) Business Days following the F-Reorg Time (but in no event prior to the F-Reorg Time), Plus Holdings shall deliver or cause to be delivered to each holder of Company Shares, as of immediately prior to the F-Reorg Time, represented by book-entry, the applicable Company Share Consideration in accordance with the provisions of Section 3.01(c)(i) and such Company Shares shall forthwith be cancelled.

  • The Company Share Consideration payable upon conversion of the Company Shares in accordance with the terms hereof shall be deemed to have been paid and issued in full satisfaction of all rights pertaining to such Company Shares.

  • If the Final Working Capital (as finally determined pursuant to Section 2.09(f) is equal to the Working Capital Estimate, there shall be no adjustment to the Aggregate Company Share Consideration pursuant to this Section 2.09(e).

  • At any time after the Effective Time, upon notice from the Surviving Company that a stockholder has properly dissented, demanded payment of the fair value of his/her/its shares and otherwise properly perfected his/her/its appraisal rights under Section 262 of the DGCL, the Paying Agent shall promptly repay to the Surviving Company from the Merger Payment Fund an amount equal to the product of (A) the number of Dissenting Shares held by such stockholder and (B) the Per Share Company Share Consideration.

  • The Company Share Consideration and Brandco Equity Consideration will be issued pursuant to a private placement of securities under Sections 4(a)(2) and/or 4(a)(5) of the Securities Act of 1933, as amended (the “1933 Act”) and/or Rule 506(b) of the 1933 Act and on a basis which is exempt from the prospectus requirements of Canadian securities laws.

  • If the Final Closing Cash Amount is greater than the Closing Cash, then the Aggregate Company Share Consideration will be adjusted upward by the amount of such excess (the “Upward Cash Adjustment Amount”) and Parent shall pay to the Securityholders’ Representative, on behalf of the Securityholders, by wire transfer of immediately available funds, to an account designated by the Securityholders’ Representative, an amount in cash equal to the Upward Cash Adjustment Amount.

  • The Sellers shall have received from Pubco a registration rights agreement covering the Company Share Consideration received by the Sellers, in the form to be mutually agreed by Purchaser and the Company (the “Seller Registration Rights Agreement”), duly executed by Pubco.

  • In the case of Damages payable pursuant to Section 8.03 or a breach of a Fundamental Representation, or pursuant to Section 8.02(a)(ii)-(v) and (vii), such Damages will not exceed the sum of (x) the aggregate Liquidation Amount plus (y) Aggregate Company Share Consideration (in each such case, the “Cap”).


More Definitions of Company Share Consideration

Company Share Consideration means $2.20, being the consideration to be paid by
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Company Share Consideration. The aggregate amount of cash consideration to be paid to all holders of Company Shares upon the effectiveness of the Merger, pursuant to Section 5.1(a).
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Company Share Consideration means (i) 0.19 of a Common Share and 0.04 of a Class A Share for each Company Share held if the Conversion Event has not occurred before the Effective Time, or (ii) 0.23 of a Common Share for each Company Share held if the Conversion Event has occurred prior to the Effective Time;
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Company Share Consideration means a number of ParentCo Common Shares equal to the Share Consideration, multiplied by the Company Percentage (rounded up to the nearest whole share).
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Related to Company Share Consideration

  • 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.

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

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

  • 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).

  • Scheme Consideration means, in respect of:

  • Company Share means one share of common stock of the Company, $0.01 par value per share.

  • Consideration Shares has the meaning ascribed thereto in Section 2.2.

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

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

  • Exchange Consideration shall have the meaning set forth in Section 11(b)(i).

  • 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.

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

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

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

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

  • Purchase Consideration means the aggregate net cash proceeds received by the Company or Specialty Foods Corporation ("SFC") (after deducting all fees and expenses incurred by the Company, SFC and/or their respective affiliates in connection with the Sale). By way of example, if the Purchase Consideration equaled $100,000,000, your Sale Bonus would be $100,000.00. The Sale Bonus shall be paid to you within three (3) months of the completion of the Sale.

  • Parent Shares means the shares of common stock, par value $1.00 per share, of Parent.

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

  • Merger Shares has the meaning set forth in Section 2.2(c).

  • 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.

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

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

  • Sale Consideration means the value of the H-1 Bid and accepted and approved by BSNL for the Said Land Parcel in its Acceptance Letter.