Per Share Indemnity Escrow Consideration definition

Per Share Indemnity Escrow Consideration means, with respect to any amount released from time to time from the Indemnity Escrow Account for distribution to the Securityholders pursuant to Section 8.3, an amount, rounded to four decimal places and payable in cash, equal to (a) such amount so released divided by (b) the Fully Diluted Share Number. ​
Sample 1
Per Share Indemnity Escrow Consideration means the quotient obtained by dividing (i) the Escrowed Amount held in escrow pursuant to the terms of the Escrow Agreement, less any amounts distributed therefrom pursuant to the terms of this Agreement and the Escrow Agreement, by (ii) the Fully Diluted Shares Outstanding.
Sample 1
Per Share Indemnity Escrow Consideration means, with respect to any Indemnity Escrow Shares released from time to time from the Indemnity Escrow Account for distribution to the Stockholders pursuant to Section 8.3, that number of shares equal to (a) such number of Indemnity Escrow Shares so released divided by (b) the Fully Diluted Share Number.
Sample 1

Examples of Per Share Indemnity Escrow Consideration in a sentence

  • The Sellers and the Optionholders shall also be entitled to receive after Closing the Per Share Working Capital Excess, if any, and the Per Share Indemnity Escrow Consideration, if any, for every Share held by such Seller and Optionholder.

Related to Per Share Indemnity Escrow Consideration

  • Indemnity Escrow Amount means $3,000,000.

  • Indemnity Escrow Fund means the Indemnity Escrow Amount deposited with the Escrow Agent, as such sum may be increased or decreased as provided in this Agreement and the Escrow Agreement, including any remaining interest or other amounts earned thereon.

  • Escrow Cash is defined in Section 4.1(a).

  • Escrow Amount has the meaning set forth in Section 2.1(c).

  • Holdback Amount has the meaning set forth in Section 2.1(c).

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

  • Cash Consideration has the meaning set forth in Section 2.2.

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

  • Earn-Out Consideration has the meaning set forth in Section 2.08(a)(i).

  • Indemnity Escrow Agreement means the Indemnity Escrow Agreement substantially in the form attached hereto as Exhibit B, among the Sellers, the Buyers and the Escrow Agent.

  • Closing Cash Consideration has the meaning set forth in Section 2.6(b).

  • Indemnity Escrow Account means the escrow account established by the Escrow Agent pursuant to the terms of the Escrow Agreement for purposes of holding the Indemnity Escrow Amount.

  • Indemnification Escrow Amount has the meaning set forth in Section 2.2(b).

  • Escrow Fund means the escrow fund established pursuant to the Escrow Agreement.

  • Earnout Consideration has the meaning specified in Section 2.05(a).

  • Purchase Price Adjustment Escrow Amount means $500,000.

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

  • Adjustment Escrow Amount means $1,000,000.

  • Aggregate Cash Consideration has the meaning set forth in Section 3.01(b)(ii).

  • 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 interest or other amounts earned thereon.

  • Non-Cash Consideration means the Fair Market Value of non-cash consideration received by the Borrower or a Subsidiary in connection with an Asset Sale less the amount of cash or Cash Equivalents received in connection with a subsequent sale of or collection on such Non-Cash 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.

  • Net Consideration Per Share means the amount equal to the total amount of consideration, if any, received by the Company for the issuance of such warrants, options, subscriptions, or other purchase rights or convertible or exchangeable securities, plus the minimum amount of consideration, if any, payable to the Company upon exercise or conversion thereof, divided by the aggregate number of shares of Common Stock that would be issued if all such warrants, options, subscriptions, or other purchase rights or convertible or exchangeable securities were exercised, exchanged or converted.

  • 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.

  • Sale Consideration means the value of the H-1 Bid and accepted and approved by BSNL for the Said Land Parcel in its Acceptance Letter.

  • Transaction Consideration has the meaning set forth in Section 11.7 hereof.