Per Share Closing Stock Consideration definition

Per Share Closing Stock Consideration means a number of shares of Parent Stock equal to (a) the quotient of (i) the Aggregate Stock Consideration, divided by (ii) the Fully Diluted Common Number, minus (b) fifty percent (50%) of the quotient of (i) the Per Share Escrow Amount, divided by (ii) the Parent Stock Price.

Per Share Closing Stock Consideration means such number of shares of Parent Common Stock equal to the quotient of the Closing Stock Consideration divided by the total number of shares of Company Common Stock outstanding immediately prior to the Effective Time, rounded to the nearest whole share.

Per Share Closing Stock Consideration means a number of Parent Series B Preferred Shares equal to the Exchange Ratio.

Examples of Per Share Closing Stock Consideration in a sentence

• The shares of Franklin Common Stock to be issued as Per Share Closing Stock Consideration shall have been approved for listing on the Exchange.

• The shares of Buyer Common Stock to be issued as Per Share Closing Stock Consideration pursuant to Section 1.8(b) will, when issued in accordance with the provisions of this Agreement, be validly issued, fully paid and nonassessable.

• Upon surrender of such certificates, Buyer shall: (i) deliver to each Shareholder a stock certificate representing such Shareholder’s pro rata percentage of the aggregate Per Share Closing Stock Consideration (as determined in accordance with Section 1.8(b)) and (ii) deliver to each Shareholder cash in the amount of such Shareholder’s pro rata percentage of the aggregate Per Share Cash Consideration (as determined in accordance with Section 1.8(a)).

• The shares of Franklin Common Stock to be issued as Per Share Closing Stock Consideration pursuant to Section 1.4(b) will, when issued in accordance with the provisions of this Agreement, be validly issued, fully paid and nonassessable.

• Parent has and shall have at the Closing sufficient authorized but unissued shares of Parent Common Stock to enable it to consummate the Mergers, including the payment of the Participating Holder Per Share Closing Stock Consideration.

More Definitions of Per Share Closing Stock Consideration

Per Share Closing Stock Consideration means (a) the Per Share Stock Consideration, minus (b) the Per Share Holdback Contribution, minus (c) the amount, if any, of the Per Share Expense Fund Contribution which is not satisfied from the Per Share Closing Cash Consideration.

Per Share Closing Stock Consideration means a number of shares equal to the quotient obtained by dividing (a) (i) the Aggregate Closing Stock Consideration plus (ii) the Stock Exercise Price Amount minus (iii) the Escrow Shares, if any, by (b) the Fully-Diluted Shares, subject to adjustment in accordance with Section 2.6(f).

Per Share Closing Stock Consideration means, in respect of each share of Company Stock held by an Accredited Investor, the Per Share Stock Consideration minus the Per Share Holdback Stock. “Per Share Expense Fund Amount” means, in respect of each share of Company Stock, an amount of cash equal to the quotient obtained by dividing (A) the Expense Fund Amount by (B) the difference between the Fully-Diluted Company Stock and the shares of Company Stock owned by Unaccredited Investors (calculated on an as converted to Company Common Stock basis). “Per Share Holdback Stock” means, in respect of each share of Company Stock held by an Accredited Investor, a number of shares of Acquiror Stock equal to the quotient obtained by dividing (A) the Holdback Shares by (B) the aggregate number of outstanding shares of Company Stock held by Accredited Investors as of immediately prior to the Closing (calculated on an as converted to Company Common Stock basis). “Per Share Holdback Cash” means, in respect of each share of Company Stock underlying a vested Company Option, the quotient obtained by dividing (A) the Holdback Cash by (B) the aggregate number of shares of Company Stock, calculated on an as converted to Company Common Stock basis, that are issuable upon full exercise, exchange or conversion of all vested Company Options. “Per Share Stock Consideration” means, in respect of each share of Company Stock held by an Accredited Investor, a number of shares of Acquiror Stock equal to the quotient obtained by dividing (A) the Aggregate Share Consideration by (B) the aggregate number of outstanding shares of Company Stock held by Accredited Investors as of immediately prior to the Closing (calculated on an as converted to Company Common Stock basis). “Permitted Encumbrances” means (a) statutory liens for current Taxes not yet due and payable and (b) mechanics’, workmen’s, repairmen’s, warehousemen’s, carriers’ or other like Encumbrances arising or incurred in the ordinary course of business or by operation of law if the underlying obligations are not yet due and payable.

Per Share Closing Stock Consideration means (a) with respect to an Accredited Stockholder, (i) the Per Share Stock Amount, less (ii) the applicable share amount in respect of the Per Share Indemnity Escrow Amount (as set forth in clause (b)(ii) of the definition thereof) or (b) with respect to an Cash-Out Holder, zero.

Per Share Closing Stock Consideration means a number of Parent Shares equal to (a) the quotient of (i) the Remaining Parent Shares divided by (ii) the Qualified Shares/Warrants minus (b) the Per Share Special Escrow Stock Deduction.

Per Share Closing Stock Consideration means 0.045263 shares of Parent Common Stock.

Per Share Closing Stock Consideration means a number of shares of Buyer Common Stock equal to the quotient of (i) the Per Share Amount divided by (ii) the Buyer Common Stock Average VWAP Price calculated as of the day immediately prior to the Closing Date).