Per Share Closing Payment definition

Per Share Closing Payment means the amount equal to (a) the Per Share Merger Consideration, minus (b) the Per Share Escrow Amount, minus (c) the Per Share Equityholder Representative Fund Amount.

Per Share Closing Payment means the quotient obtained by dividing the sum of the Closing Payment plus the Rollover Investment Amount by the number of Shares outstanding immediately prior to the Merger.

Per Share Closing Payment means, collectively, the Per Share Closing Cash Consideration and the Per Share Stock Consideration.

Examples of Per Share Closing Payment in a sentence

• By way of example only, at the time of execution of this Agreement the Fully Diluted Common Number is represented by the Company to be 7,539,866 shares; accordingly, assuming Cash Consideration of $11,700,000 and an Escrow Amount of $1,755,000, the Per Share Closing Payment would be ($11,700,000 - $199,375 - $1,755,000) / (7,539,866 -128,629) shares, or $1.3150 per share.

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• As discusses in Section 3 Graph Self-Supervised Learning, the design of the contrastive learning approach to Graph SSL usually consists of three main modules: (1) graph augmentation, (2) pretext task, and (3) contrastive objective.

• Until surrendered as contemplated by this Section 3.02(c), each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Per Share Closing Payment and the Per Share Escrow Payments which the holder thereof has the right to receive in respect of such Certificate pursuant to this Article III.

• Until surrendered as contemplated by this Section 2.02, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the applicable Per Share Closing Payment as contemplated by this Section 2.02 and any Per Share Deferred Payment(s) payable pursuant to Sections 2.01(d) and 2.01(e).

More Definitions of Per Share Closing Payment

Per Share Closing Payment means an amount per share that equals (i) the Closing Payment divided by (ii) the number of Outstanding Shares determined as of immediately prior to the Effective Time.

Per Share Closing Payment means, the Common Per-Share Closing Payment, the Series A-1 Per Share Closing Payment, the Series A-2 Per Share Closing Payment or the Series B Per Share Closing Payment, as applicable.

Per Share Closing Payment means the Closing Consideration DIVIDED BY (i) the number of shares of Company Common Stock (other than such shares held by Parent) outstanding immediately prior to the Effective Time plus (ii) the number of shares of Company Common Stock subject to Unexercised Vested Options.

Per Share Closing Payment means the quotient obtained by dividing (a) the Estimated Closing Consideration by (b) the sum of (i) the aggregate number of shares of Company Stock held by all Stockholders who are not Retained Key Owners as of immediately prior to the Closing, (ii) 60% of the aggregate number of shares of Company Stock held by the Retained Key Owners (i.e., 2,808,000 shares of Company Stock), (iii) the aggregate number of Net Warrant Shares held by all Warrantholders as of immediately prior to Closing, and (iii) the aggregate number of Net Option Shares held by all Optionholders as of immediately prior to Closing.

Per Share Closing Payment means an amount equal to the quotient of (a) the Adjusted Purchase Price, increased by (i) the aggregate exercise price of the Vested Options (including, for the avoidance of doubt, Company Options held by Specified Persons or the individuals identified on Schedule 2.4(b) the vesting of which is accelerated pursuant to Section 2.4(b)), plus (ii) the aggregate base price of the Vested SARs (including, for the avoidance of doubt, SARs held by Specified Persons or the individuals identified on Schedule 2.4(b) the vesting of which is accelerated pursuant to Section 2.4(b)), plus (iii) the aggregate exercise price of the Unvested Options held by the Continuing Employees and plus (iv) the aggregate base price of the Unvested SARs held by the Continuing Employees, and (b) the Fully Diluted Share Number.

Per Share Closing Payment means an amount equal to the Per Share Stock Purchase Price calculated as if the Estimated Net Working Capital Excess or Estimated Net Working Capital Deficit, as applicable, were the Net Working Capital Excess or the Net Working Capital Deficit, as applicable.

Per Share Closing Payment has the meaning given that term in Section 2.01(a)(iii).