Parent Share Consideration definition
Examples of Parent Share Consideration in a sentence
If the Earnout Parent Share Consideration does not become payable within the time period provided therefor in Annex I to the Merger Agreement, Parent and the Stockholder Representative will deliver Joint Instructions to the Escrow Agent to transfer the Earnout Parent Share Consideration from the Earnout Escrow Account to Parent and Parent shall cancel all shares constituting the Earnout Parent Share Consideration.
Thereafter, subject to completion of the procedures specified in Section 2.01(c)(iv), and less the Holdback Shares, such holder shall be entitled to receive a holding statement representing the additional Parent Shares and cash, if any, which such holder has the right to receive after final resolution of the Net Liabilities and any increases or decreases in the Parent Share Consideration in accordance with Section 2.01(c), as adjusted, and the Certificate so surrendered shall forthwith be canceled.
Assuming Purchaser has the requisite power and authority to be the lawful owner of the Units, upon such Unitholder’s receipt of the Cash Consideration and Parent Share Consideration and the Transfer of the Purchased Units at the Closing or, good, valid and marketable title to the comprising the Purchased Units will pass to Purchaser, free and clear of any Liens.
The Earnout Parent Share Consideration to be deposited in the Earnout Escrow Account shall be issued, on the basis of the Per Share Earnout Merger Consideration allocable to each Company Stockholder pursuant to Section 1.08(c) of the Merger Agreement, in the name of the Company Stockholders who would receive the Earnout Parent Share Consideration pursuant to Section 1.08(c) of the Merger Agreement (in restricted book entry form).
On or prior to the Closing Date, Parent and HoldCo shall cause to be deposited with the Exchange Agent, in trust for the benefit of the holders of Parent Common Stock, Company Common Stock (including shares of Company Common Stock resulting from the conversion of Company Preferred Stock described in Section 2.1(b)), the aggregate Parent Cash Consideration, Parent Share Consideration and Company Merger Consideration, payable and issuable pursuant to the First Merger and the Second Merger, as applicable.
Except as Parent and the Stockholder Representative may otherwise agree in joint written instructions executed and delivered to the Escrow Agent by the Stockholder Representative and Parent, no part of the Escrow Shares or the Earnout Parent Share Consideration may be withdrawn except as expressly provided in this Agreement.
The fees and expenses of the Accountants shall be paid by Parent; provided, however, that Parent shall be reimbursed for one-half of such fees and expenses out of the Parent Share Consideration.
If, as set forth in the Closing Date Balance Sheet, the Net Liabilities are less than US$1,0000,000, the Parent Share Consideration shall be increased by the amount of such excess cash and/or the amount of lesser debt as calculated pursuant to this Section 2.01, but in no event in excess of 957,464 Parent Shares.
The escrow services to be rendered by the Escrow Agent under this Agreement will not begin until the Escrow Agent has received the documentation necessary to establish the Escrow Account and the Earnout Escrow Account on its books and has received the Escrow Shares and the Earnout Parent Share Consideration in accordance with this Agreement.
Any successor Escrow Agent shall execute and deliver to the predecessor Escrow Agent, Parent and the Stockholder Representative an instrument accepting such appointment and the transfer of the Escrow Shares and the Earnout Parent Share Consideration and agreeing to the terms of this Agreement.