Initial Common Consideration definition

Initial Common Consideration means (a) $28.0 million, plus (i) the aggregate exercise prices as of the Effective Time of all outstanding Company Options, plus (ii) the aggregate exercise prices as of the Effective Time of all outstanding Parallax Options, multiplied by 0.75, minus (iii) the Initial Preferred Consideration paid in the aggregate to all holders of the Company Series B Preferred Stock at the Effective Time, minus (iv) $2.0 million, which represents the Working Capital Holdback Amount as set forth in the CVR Agreement, and minus (v) the California Holdback Amount, divided by (b) (i) the number of shares of Company Common Stock and Company Options outstanding, plus (ii) the number of outstanding Parallax Options multiplied by 0.75, plus (iii) the number of shares of Parallax common stock held by the Minority Parallax Common Stock Holders, multiplied by 0.75 as of the Effective Time.
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Initial Common Consideration. Section 2.5(a)(i) “Initial Option Payment” Section 2.5(b)
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Examples of Initial Common Consideration in a sentence

  • Upon surrender of each Certificate for shares of Company Common Stock (including, but not limited to, each share of Company Preferred Stock converted into Company Common Stock) and delivery by Parent of cash and the shares of Parent Common Stock as Initial Common Consideration to be delivered in exchange therefor, such Certificate for shares of Company Common Stock shall forthwith be cancelled.

  • At the Effective Time, Parent or Merger Sub shall deposit, or cause to be deposited, with The Bank of New York Trust Company, N.A., as paying agent (the “Paying Agent”) for the benefit of the Company Stockholders cash in an amount equal to (i) the Total Initial Common Consideration (minus the amount of the aggregate Initial Option Closing Payment) plus (ii) the Total Initial Preferred Consideration plus (iii) the aggregate allocable portion of the Escrow Amount attributable to the Unvested Common Shares.

  • At the Effective Time, Parent or Merger Sub shall deposit, or cause to be deposited, with Xxxxx Fargo Bank, N.A., as paying agent (the “Paying Agent”) for the benefit of the Company Stockholders (i) the Total Initial Common Consideration plus (ii) the Total Initial Preferred Consideration, less the Escrow Amount.

Related to Initial Common Consideration

  • 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.

  • Initial Consideration has meaning ascribed by Clause 4.1;

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

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

  • Initial Common Units means the Common Units sold in the Initial Offering.

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

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

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

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

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

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

  • 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.

  • 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.

  • Net Consideration means “net consideration” as defined in Regulation Section 1.848-2(f));

  • Base Consideration has the meaning set forth in Section 1.2.

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

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

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

  • 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.

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

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

  • Additional Consideration has the meaning set forth in Section 3.2.

  • Final Consideration means the entire consideration proposed by a Successful Bidder(s) in the course of the E-Auction, and required to be paid by the Successful Bidder(s) on Consideration Payment Date to acquire the Corporate Debtor as a whole on a going concern.

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

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

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