Per Share Adjustment Escrow Release definition

Per Share Adjustment Escrow Release means the number of shares of New VWE Holdco common stock transferrable to the VWE shareholders upon release of all or a portion of the Adjustment Escrow Deposit pursuant to the transaction agreement divided by the number of shares of VWE capital stock outstanding immediately prior to the effective time (excluding excluded shares);
Per Share Adjustment Escrow Release means the number of NV Parent Common Shares transferable to the Company Shareholders upon release of all or a portion of the Adjustment Escrow Deposit pursuant to Section 2.7(f) divided by the number of Company Shares outstanding immediately prior to the Effective Time (excluding the Excluded Shares).
Per Share Adjustment Escrow Release means the number of NV Parent Common Shares transferable to the Company Shareholders upon release of all or a portion of the Adjustment Escrow Deposit pursuant to Section ‎2.7(f) divided by the number of Company Shares outstanding immediately prior to the Effective Time (excluding the Excluded Shares).

Examples of Per Share Adjustment Escrow Release in a sentence

  • The estimates below are subject to change based on the assumptions discussed in the related footnotes below and do not purport to represent, and are not necessarily indicative of, the actual Per Share Merger Consideration, Per Share Adjustment Escrow Release and Per Share Earnout Shares that will be paid in connection with the merger.

  • See “The Transaction Agreement – Merger Consideration.” The following table illustrates the Per Share Merger Consideration, the Per Share Adjustment Escrow Release and the Per Share Earnout Shares under three hypothetical situations based on a low, medium and high estimate of enterprise values for VWE.

  • In effect, maintaining such a peg would require aa commitment to purchase an unlimited amount of Treasury securities, which could result in a substantial deterioration in market functioning.

Related to Per Share Adjustment Escrow Release

  • 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).

  • VWAP Purchase Share Estimate means the number of shares of Common Stock that the Company has in its sole discretion irrevocably instructed its Transfer Agent to issue to the Buyer via the Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program in connection with a VWAP Purchase Notice pursuant to Section 1(c) hereof and issued to the Buyer’s or its designee’s balance account with DTC through its Deposit Withdrawal At Custodian (DWAC) system on the VWAP Purchase Date (to be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction).

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

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

  • 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.

  • Fully Adjusted Regular Purchase Share Limit means, with respect to any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction from and after the date of this Agreement, the Regular Purchase Share Limit (as defined in Section 2(a) hereof) in effect on the applicable date of determination, after giving effect to the full proportionate adjustment thereto made pursuant to Section 2(a) hereof for or in respect of such reorganization, recapitalization, non-cash dividend, stock split or other similar transaction.

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

  • Alternate Adjusted Regular Purchase Share Limit means, with respect to a Regular Purchase made pursuant to Section 2(a) hereof, the maximum number of Purchase Shares which, taking into account the applicable per share Purchase Price therefor calculated in accordance with this Agreement, would enable the Company to deliver to the Investor, on the applicable Purchase Date for such Regular Purchase, a Regular Purchase Notice for a Purchase Amount equal to, or as closely approximating without exceeding, One Hundred Fifty Thousand Dollars ($150,000).

  • Initial Adjustment Date As to any Adjustable Rate Mortgage Loan, the first Adjustment Date following the origination of such Mortgage Loan.

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

  • Option Closing Purchase Price shall have the meaning ascribed to such term in Section 2.2(b), which aggregate purchase price shall be net of the underwriting discounts and commissions.

  • Potential Adjustment Event means any of the following:

  • Earn-Out Shares has the meaning provided in Section 2.2(b).

  • 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.

  • Price Adjustment means any and all price reductions, offsets, discounts, rebates, adjustments, and or refunds which accrue to or are factored into the final net cost to the hospital outpatient department or ambulatory surgical center.

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

  • True-Up Adjustment means any Semi-Annual True-Up Adjustment or Interim True-Up Adjustment, as the case may be.

  • 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.

  • Adjustment Shares shall have the meaning set forth in Section 11(a)(ii) hereof.

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

  • Value Adjustment Event means, with respect to any Loan Asset, the occurrence of any one or more of the following events after the related Cut-Off Date: