Equity Consideration Shares definition

Equity Consideration Shares means the Closing Shares and the Warrant Shares; for the avoidance of doubt, references to outstanding Equity Consideration Shares shall refer solely to Closing Shares and Warrant Shares actually issued and outstanding at the relevant time.

Equity Consideration Shares means a number of shares of Common Stock equal to (a) (i) $1,600,000,000, minus (ii) the Indemnification Holdback Amount, minus (iii) the Adjustment Holdback Amount, minus (iv) if the Closing Adjustment Amount is negative, the absolute value of the Closing Adjustment Amount, divided by (b) the Per Share Price; provided, however, that the number of Equity Consideration Shares to be issued to Seller at the Closing shall be subject to an appropriate adjustment in the event of a stock split, combination, re-classification, recapitalization, exchange, stock dividend, or other distribution payable in Common Stock with respect to shares of Common Stock that occurs after the date hereof and prior to Closing.

Equity Consideration Shares has the meaning set forth in Section 1.2(a)(i).

Examples of Equity Consideration Shares in a sentence

• The Equity Consideration Shares are subject to restrictions on transfer set forth in Section 9.4 below.

• Each Seller hereby agrees and acknowledges that no Equity Consideration Shares can be sold or transferred unless either (i) such Equity Consideration Shares have ceased to be “restricted securities” within the meaning of Rule 144 under the Securities Act or (ii) the Buyer shall have been furnished with an opinion of legal counsel, reasonably satisfactory to the Buyer, to the effect that such sale or transfer is exempt from the registration requirements of the Securities Act.

• Seller is acquiring the Equity Consideration Shares for its own account for investment and not with a view to, or for sale or other disposition in connection with, any distribution of all or any part thereof, except in compliance with applicable federal and state securities Laws.

• To the extent that any Transfer Taxes are imposed with respect to the Transactions or the transfer of the Equity Consideration Shares pursuant to the Transactions, such Transfer Taxes shall be borne 50% by Purchaser and 50% by Seller; provided, however, that any Transfer Taxes imposed with respect to the Pre-Closing Transfers described in Section 6.18 or the Internal Reorganizations and Divestitures described in Section 6.20 shall be borne 100% by Seller.

• The Common Stock issuable to Seller constituting Equity Consideration Shares shall have been authorized for listing on the NYSE, upon official notice of issuance.

• The Seller has sufficient experience in business, financial and investment matters to be able to evaluate the risks involved in the purchase of the Equity Consideration Shares and to make an informed investment decision with respect to such purchase.

• The Seller can afford a complete loss of the value of the Equity Consideration Shares, and the Seller is able to bear the economic risk of holding the Equity Consideration Shares for an indefinite period.

• When a particle reaches a top or bottom face of a cell that is recognized to be a boundary of a confining layer, the particle is moved vertically across the confining layer into the next active model layer.

• Each Seller understands that the Buyer has no obligation or present intention to file a registration statement with respect to the Equity Consideration Shares.

• The Seller is acquiring the Equity Consideration Shares for the Seller’s own account for investment only, and not with a view to, or for sale in connection with, any distribution of the Equity Consideration Shares in violation of the Securities Act, or any rule or regulation under the Securities Act.

More Definitions of Equity Consideration Shares

Equity Consideration Shares has the meaning set forth in the Recitals of this Agreement.

Equity Consideration Shares means the Class A common stock, par value $0.0001 per share, of Holdings. “ERISA” means the Employee Retirement Income Security Act of 1974, 29 U.S.C. § 1001, et seq. “Estimated Closing Certificate” is defined in Section 1.8. “Exchange Act” means the Securities Exchange Act of 1934, as amended (including the rules and regulations promulgated thereunder). “Excluded Assets” is defined in Section 1.2. “Excluded Liabilities” is defined in Section 1.4. “Extended Representations” is defined in Section 9.3(a)(ii). “Federal Health Care Program” means any “federal health care program” as defined in 42 U.S.C. § 1320a-7b(f), including Medicare, state Medicaid programs, state CHIP programs, TRICARE and similar or successor programs with or for the benefit of any government authority. “Financial Statements” is defined in Section 3.8. “First Anniversary Issuance Per Share Price” means the trailing 5-day volume weighted average share price of Holdings’ common stock trading on the New York Stock Exchange as of the closing bell on January 20, 2024. “First Anniversary Medicare Advantage Revenue” means the Medicare Advantage Revenue of the practice locations attributable to each Seller measured from the Closing Date to the first anniversary of the Closing Date. “Fraud” means actual and intentional fraud under Delaware common law in the making of the representations and warranties in this Agreement or in any other Transaction Document. “Fundamental Representations” is defined in Section 9.3(a)(i). “GAAP” means United States generally accepted accounting principles. “Governing Documents” means, with respect to a particular Person, (i) if a corporation, the articles or certificate of incorporation and bylaws, (ii) if a general partnership, the partnership agreement and any statement of partnership, (iii) if a limited partnership, the limited partnership agreement and certificate of limited partnership, (iv) if a limited liability company, the articles or certificate of organization or formation and any limited liability company or operating agreement, (v) if another type of Person, all other charter, trust and similar documents adopted or filed in connection with the creation, governance, management or operation of the Person, (vi) all equityholders’ agreements, voting agreements, voting trust agreements, joint venture agreements, registration rights agreements and other agreements and documents relating either to the creation, governance, management or operation of any Person ...

Equity Consideration Shares means the aggregate CHI Shares issued to the Equity Consideration Asset Sellers, at a per share price equal to the Per Share Issuance Price, as Equity Consideration hereunder.