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

  • 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.

  • 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.

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


More Definitions of Per Share Closing Stock Consideration

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

  • Closing Stock Consideration means a number of shares of Parent Common Stock equal to (a) the Stock Consideration, minus (b) any shares of Parent Common Stock used to fund the SC Escrow Amount.

  • Per Share Stock Consideration has the meaning set forth in Section 3.01(a)(i).

  • Common Stock Consideration has the meaning set forth in Section 1.6(b).

  • Stock Consideration has the meaning set forth in Section 2.01(c).

  • Closing Shares shall have the meaning ascribed to such term in Section 2.1(a)(i).

  • Aggregate Stock Consideration has the meaning set forth in Section 3.01(b)(iii).

  • Per Share Consideration means (i) if the consideration paid to holders of the Common Stock consists exclusively of cash, the amount of such cash per share of Common Stock, and (ii) in all other cases, the volume weighted average price of the Common Stock as reported during the ten (10) trading day period ending on the trading day prior to the effective date of the applicable event. If any reclassification or reorganization also results in a change in shares of Common Stock covered by subsection 4.1.1, then such adjustment shall be made pursuant to subsection 4.1.1 or Sections 4.2, 4.3 and this Section 4.4. The provisions of this Section 4.4 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers. In no event will the Warrant Price be reduced to less than the par value per share issuable upon exercise of the Warrant.

  • Per Share Merger Consideration has the meaning set forth in Section 3.1(a).

  • 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.

  • Per Share Cash Consideration has the meaning set forth in Section 3.01(a)(ii).

  • Closing Consideration shall have the meaning set forth in Section 2.1(b).

  • Initial Share Price for a Share means the Closing Price on the Exchange (or where such Exchange does not announce or publish a Closing Price, the last traded price, or, if necessary, the mid-market price) for that Share on the Initial Valuation Date, subject to adjustments that may be made pursuant to “DESCRIPTION OF THE NOTES – Adjustments and Exceptional Circumstances”.

  • Consideration Shares has the meaning ascribed thereto in Section 2.2.

  • Exchangeable Share Consideration has the meaning provided in the Exchangeable Share Provisions.

  • Parent Share Price means the average of the volume weighted averages of the trading prices of Parent Common Shares on NYSE (as reported by Bloomberg L.P. or, if not reported therein, in another authoritative source mutually selected by Parent and the Company in good faith) on each of the 20 consecutive trading days ending on (and including) the trading day that is two trading days prior to the Closing Date.

  • Share Consideration has the meaning given to it in Section 2.2;

  • Closing Merger Consideration has the meaning set forth in Section 3.2(a)(ii).

  • Initial Merger Consideration has the meaning set forth in Section 2.2(a).

  • Closing Warrants shall have the meaning ascribed to such term in Section 2.1(a)(ii).

  • Closing Stock Price means the average closing price of one share of Common Stock for the twenty consecutive trading days that include and immediately precede the last day of the Performance Period.

  • Earnout Shares has the meaning set forth in Section 3.6(a).

  • Purchaser Stock Price means, with respect to any Common Stock Fundamental Change, the average of the daily Closing Price for one share of the common stock received by holders of the Common Stock in such Common Stock Fundamental Change during the 10 Trading Days immediately prior to the date fixed for the determination of the holders of the Common Stock entitled to receive such common stock or, if there is no such date, prior to the date upon which the holders of the Common Stock shall have the right to receive such common stock.

  • A Shares means shares issued by companies incorporated in the PRC and listed on the SSE or the SZSE, traded in RMB and available for investment by domestic investors through Stock Connect.

  • Initial Shares means all of the outstanding shares of Common Stock issued prior to the consummation of the Company’s initial public offering.

  • Buyer Shares means the common stock, with a par value of $0.0001 per share, of Buyer.

  • Acquisition Shares means each class of shares of beneficial interest of an Acquiring Fund to be issued to the corresponding Target Fund in a reorganization under this Agreement.