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

  • 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.

  • As of the Execution Date, Purchaser is eligible to register the resale of the Common Stock comprising the Equity Consideration Shares for resale by Seller under Form S-3 promulgated under the Securities Act.

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

  • 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.

  • Without the prior written consent of the Stockholders holding a majority of the Equity Consideration Shares held by Stockholders at the time of any such determination, the Corporation shall not take any action designed to amend the A&R Certificate, or influence or support any other Person to take any such action, that would have the effect of modifying the terms set forth in this Section 8(a).

  • The Piggy-Back Registration Rights granted pursuant to this Section shall expire upon the date such Equity Consideration Shares and Conversion Shares are eligible for sale without registration pursuant to Rule 144.

  • Notwithstanding any such withdrawal, the Company shall pay all expenses incurred by the holders of the Equity Consideration Shares, Shares and Warrant Shares in connection with such Piggy-Back Registration.

  • The US/NL Equity Consideration Shares and the JV Holdco Equity Consideration Shares to be issued pursuant to this Agreement, when issued, will be issued in compliance with applicable securities Laws and other applicable Laws and all requirements set forth in applicable Contracts.

  • Upon issuance, the Equity Consideration Shares, the Shares and Warrant Shares will be duly and validly issued, fully paid and non-assessable.

  • REPRESENTATIONS AND WARRANTIES CONCERNING BUYERS 56 5.1 Organization 56 5.2 Authority, Power and Enforceability 56 5.3 No Conflicts; Required Filings and Consents 56 5.4 Investment Intent 57 5.5 Litigation 57 5.6 SEC Filings 57 5.7 Equity Consideration Shares 58 5.8 No Brokers 58 5.9 No Other Representations or Warranties 58 SECTION 6.


More Definitions of Equity Consideration Shares

Equity Consideration Shares has the meaning set forth in Section 1.2(a)(i).
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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.
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Equity Consideration Shares means, collectively, any US/NL Equity Consideration Shares and JV Holdco Equity Consideration Shares issued pursuant to this Agreement.
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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 ...
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Related to Equity Consideration Shares

  • Equity Consideration has the meaning set forth in Section 2.02.

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

  • 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.

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

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

  • Acquisition Shares means each class of shares of beneficial interest of an Acquiring Fund to be issued to the corresponding Target Fund in a reorganization under this Agreement.

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

  • Closing Shares shall have the meaning ascribed to such term in Section 2.1(a)(i).

  • 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;

  • Acquisition Consideration means the purchase consideration for any Permitted Acquisition and all other payments by Holdings or any of its Subsidiaries in exchange for, or as part of, or in connection with, any Permitted Acquisition, whether paid in cash or by exchange of Equity Interests or of properties or otherwise and whether payable at or prior to the consummation of such Permitted Acquisition or deferred for payment at any future time, whether or not any such future payment is subject to the occurrence of any contingency, and includes any and all payments representing the purchase price and any assumptions of Indebtedness, “earn-outs” and other agreements to make any payment the amount of which is, or the terms of payment of which are, in any respect subject to or contingent upon the revenues, income, cash flow or profits (or the like) of any person or business; provided that any such future payment that is subject to a contingency shall be considered Acquisition Consideration only to the extent of the reserve, if any, required under GAAP at the time of such sale to be established in respect thereof by Holdings or any of its Subsidiaries.

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

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

  • Earnout Shares has the meaning set forth in Section 3.6(a).

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

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

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

  • Earn-Out Shares has the meaning provided in Section 2.2(b).

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

  • Closing Merger Consideration has the meaning set forth in Section 3.2(a)(ii).

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

  • A Shares means shares issued by companies incorporated in the PRC and listed on the SSE or the SZSE, traded in RMB and available for investment by domestic investors through Stock Connect.

  • Buyer Shares means the common stock, with a par value of $0.0001 per share, of Buyer.

  • Buyer Stock means the common stock, par value $0.001 per share, of Buyer.

  • Series D Shares means shares of Series D Convertible Preferred Stock, par value $0.001 per share of the Company and having the rights, privileges, preferences and restrictions set forth in the Charter.

  • New Ordinary Shares means the new Ordinary Shares arising on Conversion of the C Shares;