Deferred Stock Consideration definition

Deferred Stock Consideration has the meaning set forth in Section 2.4(a).

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).

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);

Examples of Deferred Stock Consideration in a sentence

• 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.

• Following the Closing Date, the Shareholders and the Non-Party Shareholders shall be eligible to receive Deferred Cash Consideration and Deferred Stock Consideration (collectively, the “Deferred Consideration”), payable in up to four payments (each an “Earnout Payment” and collectively the “Earnout Payments”) based on the Aggregate First Twelve Calendar Quarters Pre-Tax Earnings.

• 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.

• 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).

• In the event that a Claim under a General Warranty or a Tax Claim is so determined or agreed, the Deferred Stock Consideration shall be reduced by a number of shares equal to the determined or agreed amount of that Claim divided by $58.30.

• Any Set-Off shall be in equal parts against the Deferred Cash Consideration and Deferred Stock Consideration.

• Save as provided in paragraph 3 above in respect of Claims against a Title Warranty, any reduction of the Deferred Stock Consideration pursuant to this Schedule 11 shall be allocated between the Sellers and the Come Along Shareholders by reference to the percentages shown in column 4 of Part A and Part B of Schedule 1.

• 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.

• 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 a Claim for a Title Warranty is so determined or agreed, without prejudice to paragraph 2.1(c) of Schedule 7, the liability of the Seller in respect of such Claim shall be set off against that Seller’s Deferred Stock Consideration as set out in Column 7 of Schedule 1.

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.