Deferred Stock Consideration definition

Deferred Stock Consideration has the meaning set forth in Section 2.4(a).
Sample 1
Deferred Stock Consideration means a total number of shares of Purchaser Common Stock equal to $5,600,000 (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Purchaser Common Stock) divided by the applicable Deferred Share Determination Price(s).
Sample 1
Deferred Stock Consideration means 514,579 shares of Common Stock, as adjusted in accordance with Schedule 11 and pursuant to Clause 3.4(c)(iii);
Sample 1

Examples of Deferred Stock Consideration in a sentence

  • Any fractional shares as a result of determining the Escrowed Deferred Stock Consideration shall be rounded to the nearest whole share.

  • Subject to Section 2.5.2(g), without any further action of the parties hereto, on the Outside Deferred Closing Date, subject to satisfaction or waiver of the conditions set forth in Sections 10.2 and 11.2, any remaining Escrowed Deferred Stock Consideration and Escrowed Deferred Closing Asset Transfer Documents shall be released from escrow in accordance with the terms of the Deferred Closing Asset Escrow Agreement.

  • For purposes of this Agreement, (i) the “Cash Consideration” shall be the sum of the Initial Cash Consideration (as defined below) and the Deferred Cash Consideration, if any (as defined and calculated pursuant to Article VIII), and (ii) the “Stock Consideration” shall be the sum of the Initial Stock Consideration (as defined below) and the Deferred Stock Consideration, if any (as defined and calculated pursuant to Article VIII).

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  • The number of shares of Common Stock comprising the Deferred Stock Consideration shall be reduced if, before the Release Date, any Claim is determined or agreed in favour of the Buyer.

  • All shares of Questron Common Stock representing the Initial Stock Consideration, the Deferred Stock Consideration and, if applicable, the Optional Deferred Stock Consideration delivered to Seller pursuant to this Agreement, when issued as contemplated hereby, will be duly authorized, validly issued, fully paid and non-assessable.

  • The Buyer’s sole recourse in respect of all General Warranty Claims, all Fundamental Warranty Claims and all Tax Claims shall be an adjustment in the amount of Common Stock comprised in the Deferred Stock Consideration in accordance with the provisions of Schedule 11.

  • In the event that the shares representing the Optional Deferred Stock Consideration are not registered pursuant to an effective registration statement filed under the Act at the time of the payment of the Deferred Purchase Price, Questron undertakes to file a registration statement covering the resale of such shares (the "Shelf Registration") and to use its best efforts to cause such registration statement to become effective within ninety (90) days of the Second Closing Date.

  • The Buyer Common Stock will be, as of the Closing Date or upon the payment of the Deferred Stock Consideration, if applicable, duly authorized, validly issued, fully paid and non-assessable and no other Person has any preemptive, subscription or similar rights to participate in the issuance of the Buyer Common Stock pursuant to this Agreement.

  • The shares comprising the Initial Stock Consideration and Deferred Stock Consideration have been duly authorised, and upon consummation of the transactions contemplated by this Agreement, will be validly issued, fully paid and non-assessable.


More Definitions of Deferred Stock Consideration

Deferred Stock Consideration means as to each Deferred Stock Unit an amount in cash (less any applicable withholding Taxes and without interest) equal to the Per Share Merger Consideration.
Sample 1

Related to Deferred Stock Consideration

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

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

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

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

  • 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.

  • 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).

  • 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.

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

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

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

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

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

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

  • Deferred Consideration shall have the meaning ascribed to such term in Section 4(d).

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

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

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

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

  • Option Consideration has the meaning set forth in Section 3.3(a).

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

  • Final Merger Consideration has the meaning set forth in Section 2.10(b)(ii)(D).

  • Net Consideration Per Share means the amount equal to the total amount of consideration, if any, received by the Company for the issuance of such warrants, options, subscriptions, or other purchase rights or convertible or exchangeable securities, plus the minimum amount of consideration, if any, payable to the Company upon exercise or conversion thereof, divided by the aggregate number of shares of Common Stock that would be issued if all such warrants, options, subscriptions, or other purchase rights or convertible or exchangeable securities were exercised, exchanged or converted.

  • Conversion Consideration shall have the meaning specified in Section 14.12(a).

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

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