Final Stock Consideration definition

Final Stock Consideration means 971,343 (nine hundred seventy-one thousand three hundred forty-three) shares of Purchaser Common Stock.
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Final Stock Consideration has the meaning set forth in Section 2.11(b).
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Final Stock Consideration has the meaning set forth in the SPA.
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Examples of Final Stock Consideration in a sentence

  • In connection with the review of the Final Closing Balance Sheet, Parent and the Surviving Corporation will make available to the Company Stockholder and its auditors or other advisors (if any) all records and work papers relating to the Surviving Corporation and the calculation of Final Cash Merger Consideration and Final Stock Consideration that the Company Stockholder and its auditors or other advisors (if any) reasonably request in reviewing the Final Closing Balance Sheet.

  • Certificates representing the Final Stock Consideration, if any, shall be issued to the Shareholders on or before April 30, 2014.

  • The Company Stockholder shall have forty-five (45) days from the date of receipt of the Final Closing Balance Sheet to review the computation of Adjusted Working Capital reflected on the Final Closing Balance Sheet and the Final Cash Merger Consideration and the Final Stock Consideration.

  • The Purchaser shall cause the Initial Stock Consideration to be approved for listing on the NYSE, subject only to official notice of issuance, prior to the Initial Stock Consideration Issuance Date, and the Final Stock Consideration to be approved for listing on the NYSE, subject only to official note of issuance, prior to the Final Stock Consideration Issuance Date.


More Definitions of Final Stock Consideration

Final Stock Consideration means (i) the Base Stock Consideration; minus (ii) a number of shares of Buyer Common Stock, rounded to the nearest whole share, equal to (A) the Net Debt Amount, divided by (B) the Closing VWAP; minus (iii) a number of shares of Buyer Common Stock, rounded to the nearest whole share, equal to (A) the Transaction Costs, divided by (B) the Closing VWAP; minus (iv) a number of shares of Buyer Common Stock, rounded to the nearest whole share, equal to (A) the Net Working Capital Deficit (if any), divided by (B) the Closing VWAP; plus (v) a number of shares of Buyer Common Stock, rounded to the nearest whole share, equal to (A) the Net Working Capital Excess (if any), divided by (B) the Closing VWAP. For purposes of this definition, Net Debt Amount, Transaction Costs, Net Working Capital Deficit and Net Working Capital Excess will be finally determined pursuant to Section 3.2(b).
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Final Stock Consideration means the number of shares of Buyer Common Stock, rounded to the nearest whole share, equal to:
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Related to Final Stock Consideration

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

  • 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).

  • Aggregate Stock Consideration means a number of shares of Acquiror Common Stock equal to the quotient obtained by dividing (i) (x) the Base Purchase Price less (y) the Aggregate Cash Consideration, by (ii) $10.00.

  • 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;

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

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

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

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

  • Initial Consideration shall have the meaning set forth in Section 5.01.

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

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

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

  • Equity Consideration has the meaning set forth in Section 2.3(b)(ii).

  • Acquisition Consideration means the purchase consideration for any Permitted Acquisition and all other payments by Borrower 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 Borrower or any of its Subsidiaries.

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

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

  • Earnout Consideration has the meaning set forth in Section 2.6 below.

  • Transaction Consideration has the meaning set forth in Section 11.7 hereof.

  • Earn-Out Consideration is defined in Section 2.5(c).

  • Initial Share Price for a Share means the Closing Price on the Exchange (or where such Exchange does not announce or publish a Closing Price, the last traded price, or, if necessary, the mid-market price) for that Share on the Initial Valuation Date, subject to adjustments that may be made pursuant to “DESCRIPTION OF THE NOTES – Adjustments and Exceptional Circumstances”.

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

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

  • 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 $400,000,000, your Sale Bonus would be $400,000.00. The Sale Bonus shall be paid to you within three (3) months of the completion of the Sale.

  • Closing Merger Consideration has the meaning set forth in Section 2.02