Merger Consideration Shares definition

Merger Consideration Shares means an aggregate number of shares of Parent Common Stock equal to the product of (i) the Conversion Ratio, multiplied by (ii) Fully-Diluted Company Shares.

Merger Consideration Shares shall have the meaning assigned to it in Section 1.08(a)(ii) hereof.

Merger Consideration Shares has the meaning set forth under Section 2.1(g)(ii).

Examples of Merger Consideration Shares in a sentence

• Any portion of the Exchange Fund relating to the Merger Consideration Shares that remains undistributed to the Company Stockholders for two (2) years after the Effective Time shall be delivered to Parent, upon demand, and any Company Stockholders who have not theretofore complied with this Section 3.4 shall thereafter look only to Parent for their portion of the Merger Consideration Shares.

• The Merger Consideration Shares shall be issued in compliance with all applicable securities Laws and other applicable Laws and without contravention of any other person’s rights therein or with respect thereto.

• On the Closing Date, Parent shall deposit, or shall cause to be deposited, with Continental Stock Transfer & Trust Company (the “Exchange Agent”) for the benefit of the Company Stockholders, for exchange in accordance with this ARTICLE III, the number of shares of Parent Common Stock sufficient to deliver the aggregate Merger Consideration Shares payable pursuant to this Agreement (such shares of Parent Common Stock, the “Exchange Fund”).

• The Merger Consideration Shares, when issued in accordance with this Agreement, will be duly authorized and validly issued, and will be fully paid and nonassessable, and each such Merger Consideration Share shall be issued free and clear of preemptive rights and all Liens, other than transfer restrictions under applicable securities laws and the organizational or constitutive documents of Parent.

• Parent shall cause the Exchange Agent, pursuant to irrevocable instructions, to pay the Merger Consideration Shares out of the Exchange Fund in accordance with the Consideration Spreadsheet (as defined below) and the other applicable provisions contained in this Agreement.

More Definitions of Merger Consideration Shares

Merger Consideration Shares are defined in Section 2.1(a).

Merger Consideration Shares has the meaning given to such term in Clause 3.3.4.

Merger Consideration Shares means the Closing Merger Consideration Shares.

Merger Consideration Shares means, collectively, the Closing Merger Consideration Shares and any portion of the Contingent Merger Consideration Shares to which the Contingent Merger Consideration Recipients become entitled to receive under the terms of this Agreement.

Merger Consideration Shares shall have the meaning set forth in the Recitals.

Merger Consideration Shares is defined in the Merger Agreement.

Merger Consideration Shares means the Closing Merger Consideration Shares, together with any portion of the Earnout Shares, if any, to which Earnout Recipients become entitled to receive under the terms of this Agreement.