Per Share Adjustment Escrow Deposit definition

Per Share Adjustment Escrow Deposit means the Adjustment Escrow Deposit divided by the number of shares of VWE capital stock outstanding immediately prior to the effective time (excluding excluded shares);
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Per Share Adjustment Escrow Deposit means the Adjustment Escrow Deposit divided by the number of Company Shares outstanding immediately prior to the Effective Time (excluding the Excluded Shares).
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Examples of Per Share Adjustment Escrow Deposit in a sentence

  • Each Company Share issued and outstanding immediately prior to the Effective Time (other than Dissenting Shares and Excluded Shares) will be automatically cancelled and extinguished and converted into the right to receive (a) the Per Share Merger Consideration less the Per Share Adjustment Escrow Deposit and (b) a contingent right to receive, if and when payable hereunder, (i) the Per Share Adjustment Escrow Release and (ii) the Per Share Earnout Shares.

Related to Per Share Adjustment Escrow Deposit

  • Purchase Price Adjustment Escrow Amount means $500,000.

  • Adjustment Escrow Amount means $1,000,000.

  • Adjustment Escrow Fund means the Adjustment Escrow Amount deposited with the Escrow Agent, as such amount may be increased or decreased as provided in this Agreement and the Escrow Agreement, including any remaining interest or other amounts earned thereon.

  • Adjustment Escrow Funds means, at any time, the portion of the Adjustment Escrow Amount then remaining in the Adjustment Escrow Account.

  • Adjustment Escrow Account has the meaning set forth in Section 2.4(a)(i).

  • Escrow Deposit has the meaning set forth in Section 3.3.

  • Purchase Price Adjustment shall have the meaning specified in Section 3.02.

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

  • Final Adjustment Amount shall have the meaning set forth in Section 2.5(e).

  • Escrow Amount has the meaning set forth in Section 2.1(c).

  • Per Share Purchase Price equals $1.00, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the date of this Agreement.

  • Post-Closing Adjustment Amount has the meaning set forth in Section 2.04(c).

  • Indemnity Escrow Amount means $5,000,000.

  • Cash Purchase Price has the meaning set forth in Section 2.1(b).

  • Minimum Purchase Price has the meaning set forth in Section 2.04.

  • Closing Purchase Price shall have the meaning ascribed to such term in Section 2.1(b), which aggregate purchase price shall be net of the underwriting discounts and commissions.

  • Share Purchase Price shall have the meaning ascribed to such term in Section 2.1(b).

  • Purchase Price Date means the date the Purchase Price is delivered by Lender to Borrower.

  • True-Up Amount means the difference between the ABO calculated by using the member’s actual creditable service and the actual final average compensation as of the member’s effective date in the FRS Investment Plan and the ABO initially transferred.

  • Earn-Out Amount has the meaning set forth in Section 2.07(a).

  • Maximum Purchase Price has the meaning assigned to the term in the Pricing Side Letter.

  • Escrow Cash is defined in Section 4.1(a).

  • Adjustment Amount For any Distribution Date, the difference between (A) the sum of the Class A Principal Balance and the Class B Principal Balance as of the related Determination Date and (B) the sum of (i) the sum of the Class A Principal Balance and the Class B Principal Balance as of the Determination Date succeeding such Distribution Date and (ii) the aggregate amount that would have been distributed to all Classes as principal in accordance with Section 4.01(a) for such Distribution Date without regard to the provisos in the definitions of Class B-1 Optimal Principal Amount, Class B-2 Optimal Principal Amount, Class B-3 Optimal Principal Amount, Class B-4 Optimal Principal Amount, Class B-5 Optimal Principal Amount and Class B-6 Optimal Principal Amount.

  • Holdback Amount has the meaning set forth in Section 2.06(a).

  • 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.

  • Payment Adjustment Date With respect to each ARM Loan, the date on which the Borrower's Monthly Payment changes in accordance with the terms of the related Mortgage Note.