Per Share Closing Payment definition

Per Share Closing Payment means an amount equal to the quotient of (x) the sum of the Closing Payment Amount, less (i) the Closing Escrow Amount, less (ii) the Representation Reimbursement Amount, divided by (y) the Fully Diluted Common Stock Number.

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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.
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).
Parent shall retain all amounts of the applicable Per Share Closing Payment Consideration and Per Share Contingent Consideration that would have been payable in respect of Dissenting Shares if appraisal rights had not been exercised with respect to such Dissenting Shares pending determination of the amount, if any, to be payable in respect thereof.
The Client shall own all of its proprietary information as included in the Services, as well as all source code, object code, screens, documentation, digital programming, operating instructions, design concepts, content, graphics, domain names, and characters.

More Definitions of Per Share Closing Payment

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 amount equal to the quotient obtained by dividing (x) the amount of the Closing Payment Amount by (y) the Fully-Diluted Common Stock Number.

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 an amount in cash equal to (x) the difference of (i) the Estimated Merger Consideration, minus (ii) the Unvested Equity Amount divided by (y) the Fully Diluted Outstanding Shares. “Person” means an individual or an entity, including a corporation, limited liability company, general or limited partnership, trust, association or other business or investment entity, or any Governmental Authority. “Personal Information” means any Company Information relating to an identified or identifiable natural person, including any information that identifies, relates to, describes, is reasonably capable of being associated with, or could reasonably be linked, directly or indirectly, with a particular individual or household. “Post-Closing Distribution” means any cash to be paid to Company Securityholders pursuant to this Agreement following the Closing, including any distribution pursuant to Section 2.14, Section 8.9 or Section 9.10 and any distribution in respect of the Expense Fund (excluding, for the avoidance of doubt, any payments to be made at the Closing). “Post-Closing Distribution Procedures” means, with respect to any applicable Post-Closing Distribution being paid to the Company Securityholders, the following payments: (a) to the Paying Agent (on behalf of the Company Securityholders holding Common Stock, Preferred Stock or Warrants), by wire transfer of immediately available funds, in accordance with such Company Securityholders’ respective Pro Rata Percentages (or portion thereof attributable to such Common Stock, Preferred Stock or Warrants, as applicable), and (b) to each holder of Vested In-the-Money Options, by wire transfer of immediately available funds, such Option holder’s Pro Rata Percentage (or portion thereof attributable to such Vested In-the-Money Options) of such Post-Closing Distribution, which shall be promptly paid (or caused to be paid) by Purchaser to such holder of Options; provided, that in the case of payments to employees or former employees of the Company for which employment Tax withholding is required, such amounts shall be paid through the Surviving Company’s (or its Affiliate’s) payroll processing service or system. “Pre-Closing Income Taxes” means all accrued but unpaid Income Taxes imposed on the Company or any of its assets or operations for a Pre-Closing Tax Period and for the portion of any Straddle Period ending on the Closing Date (determined in accordance with Section 9.1) that are due

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 means an amount equal to the Share Closing Amount divided by the aggregate number of Shares outstanding immediately prior to Closing.

Per Share Closing Payment in SECTION 1.1 of the Merger Agreement is hereby amended and restated to read in its entirety as follows: