Merger Stock Consideration definition
Merger Stock Consideration means the aggregate Per Share Stock Consideration deliverable to the holders of Company Shares in accordance with the Merger Agreement.
Merger Stock Consideration means 1,100,000 shares of Z-Tel Stock.
Merger Stock Consideration shall have the meaning set forth in Section 2.5(a) of this Agreement;
Examples of Merger Stock Consideration in a sentence
Promptly after the Effective Time of the First Merger, for exchange for outstanding shares of Company Common Stock in accordance with this Article I, (i) Parent shall make available to the Exchange Agent the shares of Parent Common Stock issuable pursuant to Section 1.6(a) as Merger Stock Consideration and (ii) Surviving Entity shall make available to the Exchange Agent the aggregate Merger Cash Consideration.
As of the First Effective Time, all such shares of Company Common Stock shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and shall thereafter only represent the right to receive the First Merger Stock Consideration, and any dividends or other distributions payable pursuant to Section 3.4(d), without interest.
Payment of the Merger Stock Consideration shall be by delivery of fully-paid and nonassessable shares of Z-Tel Stock delivered pursuant to written instructions provided by the Touch 1 Shareholders to Z-Tel at least five business days prior to the Effective Time, and otherwise to the Touch 1 Shareholder Agent or by mail to the address of record of the Touch 1 Shareholder.
The Z-Tel Stock included in the Merger Stock Consideration will be issued pursuant to exemptions from registration under the Securities Act and applicable state Securities Laws and otherwise in accordance with all applicable Securities Laws.
At the Effective Time 12% of the Merger Stock Consideration paid to the Touch 1 Shareholder Parties shall be delivered by or on behalf of the Touch 1 Shareholder Parties to the Escrow Agent.
More Definitions of Merger Stock Consideration
Merger Stock Consideration shall have the meaning set forth in Section 1.5(c)(vii) of this Agreement. Nasdaq shall mean, with respect Parent, the Nasdaq Global Select Market and with respect to the Company, the Nasdaq Global Market, or any successor securities exchange or market on which the Parent Stock or Company Common Stock, as applicable, is listed or admitted for trading. Obligation shall mean any debt, liability or obligation of any nature, whether secured, unsecured, recourse, nonrecourse, liquidated, unliquidated, accrued, absolute, fixed, contingent, ascertained, unascertained, known, unknown or otherwise.
Merger Stock Consideration means the Stock Consideration minus the Stock Excess Legal Expenses; provided, however, that Parent shall have the option, but not the obligation, to issue a number of additional shares of Parent Common Stock (such additional shares, if Parent elects to issue such shares, together with the Merger Stock Consideration, the “Increased Merger Stock Consideration”) if necessary to obtain the tax opinion described in Section 6.6. In the event that
Merger Stock Consideration has the meaning set forth in Section 1(e)(i). “Merger Sub” has the meaning set forth in the preface to this Agreement.
Merger Stock Consideration means that number of shares of Parent Stock equal to the product of (A) the Stock Percentage multiplied by (B) that number of shares of Parent Stock determined as follows: (I) if the 20-Day Parent VWAP Price is greater than or equal to $13.03 and less than or equal to $20.85, then the Merger Stock Consideration shall mean that number of shares of Parent Stock (rounded to the nearest whole number of shares) equal to the quotient of Thirty Million Dollars ($30,000,000) divided by the 20-Day Parent VWAP Price; (II) if the 20-Day Parent VWAP Price is less than $13.03, then the Merger Stock Consideration shall mean 2,302,379 shares of Parent Stock, provided, however, that if the 20-Day Parent VWAP Price is less than $11.12 and Parent has delivered the Parent Continuation Notice under Section 7.1(i) and elected to pay in Parent Stock under that Section, then the Merger Stock Consideration under this clause (II) shall mean that number of shares of Parent Stock (rounded to the nearest whole number of shares) equal to the quotient of Twenty-Five Million, Six Hundred Thousand Dollars ($25,600,000) divided by the 20-Day Parent VWAP Price; or (III) if the 20-Day Parent VWAP Price is greater than $20.85, then the Merger Stock Consideration shall mean 1,438,849 shares of Parent Stock.
Merger Stock Consideration means (i) the Aggregate Share Consideration, minus (ii) the aggregate number of shares of Parent Common Stock to be paid to the holders of the Vested Company Options pursuant to clause (B) of Section 3.1(b)(ii).
Merger Stock Consideration means (a) the Aggregate Stock Consideration, minus (b) the aggregate number of shares of Parent Common Stock underlying the In-the-Money Options pursuant to Section 2.10. “Merger Sub I” has the meaning set forth in the Preamble. “Merger Sub II” has the meaning set forth in the Preamble. “Most Recent Balance Sheet” has the meaning set forth in Section 3.5(a). “MVB Loan Documents” means each of (a) the Loan Agreement, dated as of April 28th, 2023, by and between MVB Bank, Inc. and the Company and (b) the Promissory Note, dated April 28, 2023, by and between the Company and MVB Bank, Inc. “NASDAQ” means The Nasdaq Stock Market LLC. “Net Working Capital” means an amount equal to, as of 12:01 A.M. Eastern Time on the Closing Date, (a) the aggregate amount of the consolidated current assets of the Company and its Subsidiaries, minus (b) the aggregate amount of the consolidated current liabilities of the Company and its Subsidiaries; provided, however, that current assets and current liabilities shall exclude any (A) Closing Indebtedness, (B) Cash on Hand, (C) Company Transaction Expenses, (D) reserve in respect of the Reserved Matter and (E) assets or liabilities for income Taxes and any deferred Tax assets or deferred Tax liabilities; provided, further, that Net Working Capital shall be determined in accordance with (x) GAAP as applied by the Company in the Financial Statements to the extent such Financial Statements are prepared in accordance with GAAP on a consistent basis and (y) the principles specifically set forth in the illustrative calculation of Net Working Capital set forth in Exhibit F (provided that if there is a conflict between the foregoing and the principles specifically set forth in the illustrative calculation on Exhibit F, the latter shall control with respect to such conflict to the extent the applicable principle set forth in the illustrative calculation on Exhibit F is expressly identified as not being prepared in accordance with GAAP) and any Tax items included in Net Working Capital shall be determined in accordance with clauses (a), (b), (d), (e), and (f) of the definition of Unpaid Pre-Closing Income Tax Amount. “Net Working Capital Difference” means an amount equal to (i) Net Working Capital minus (ii) the Net Working Capital Target Amount. “Net Working Capital Target Amount” means negative $5,500,000.
Merger Stock Consideration means the aggregate number of shares of Parent Class A Common Stock to be issued pursuant to this Agreement, which number will be equal (rounded to the nearest whole share, and subject to the rounding described in Section 1.7(c)) to the quotient resulting from (i) an amount that equals (A) the Merger Consideration multiplied by (B) 42% divided by (ii) the Per Share Parent Class A Common Stock Deemed Value. For example, if the Merger Consideration is $120,000,000 and the Per Share Parent Class A Common Stock Deemed Value is $10 per share of Parent Class A Common Stock, the Merger Stock Consideration or aggregate number of shares of Parent Class A Common Stock to be issued pursuant to this Agreement is 5,040,000 shares.