Purchase Price Common Stock definition

Purchase Price Common Stock means a number of shares, rounded up to the nearest whole number, of Purchaser Common Stock equal to the quotient of (a) the positive amount equal to (i) the Total Purchase Price minus (ii) the Cash Purchase Price, divided by (b) the Per Share Price; provided, however, that, subject to the proviso in the definition of Cash Purchase Price, in no event will the shares of Purchaser Common Stock issued as Purchase Price Common Stock be less than 20% of the shares of Purchaser Common Stock outstanding as of immediately prior to the Closing (without giving effect to the Transactions).
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Purchase Price Common Stock means a number of shares of Purchaser Common Stock equal to the quotient of (i) the positive amount equal to (A) the Total Purchase Price minus (B) the Cash Purchase Price divided by (ii) $10.00.
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Purchase Price Common Stock shall have the meaning set forth in Section 2.01 hereof.
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Examples of Purchase Price Common Stock in a sentence

  • In the event that a Person becomes the beneficial owner of 15% or more of the then outstanding shares of Common Stock, each holder of a Right will, after the end of a redemption period referred to below, have the right to exercise the Right by purchasing, for an amount equal to the Purchase Price, Common Stock (or, in certain circumstances, cash, property or other securities of the Company) having a value equal to two times such amount.

  • Among other benefits, the Third Party will ensure statewide consistency so that all4 electric IOUs (small and large) can benefit from economies of scale.

  • The shares of Purchase Price Common Stock to be issued pursuant to the Transactions (including any such shares to be issued with respect to the Potential Acquisition Earnout Amount), and the shares of Purchaser Common Stock to be issued pursuant to the Exchange and Forfeiture Agreement and the Investor Agreements shall have been approved for listing on the NYSE, subject to official notice of the issuance thereof.

  • The shares of Purchase Price Common Stock (including any shares of Purchaser Common Stock that may be issued as consideration for the Potential Acquisition Earnout Amount) and Preferred Shares to be issued pursuant to the Transactions have been duly and validly authorized and, when issued to the Sellers and the subscribers under the Investor Agreements pursuant to this Agreement and the Investor Agreements, as applicable, shall be validly issued, fully paid and non-assessable.

  • The Total Purchase Price will be comprised of (a) the Cash Purchase Price and (b) the Purchase Price Common Stock.

  • The Seller shall have been issued the shares of Purchase Price Common Stock in accordance with Section 2.04.

  • The registration rights granted to the Holder pursuant to this Agreement shall terminate upon the date that is the later to occur of (i) the date that is five (5) years after the first date upon which ESAN effects an underwritten public offering of its Common Stock following the effective date of this Agreement, or (ii) the date on which the Holder can, within ninety (90) days from such date, sell the Purchase Price Common Stock without registration under Rule 144.

  • In the event that a Person becomes the beneficial owner of 20% or more of the then outstanding shares of Common Stock, each holder of a Right will, after the end of a redemption period referred to below, have the right to exercise the Right by purchasing, for an amount equal to the Purchase Price, Common Stock (or, in certain circumstances, cash, property or other securities of the Company) having a value equal to two times such amount.

  • The Seller and each equityholder of the Seller to whom shares of Purchase Price Common Stock are distributable are “accredited investors,” as such term is defined in Regulation D of the Securities Act and will acquire its portion of the shares of Purchase Price Common Stock for their own accounts and not with a view to a sale or distribution thereof in violation of the Securities Act and the rules and regulations thereunder, any state “blue sky” Laws or any other securities Laws.

  • The Stock Purchase Price Common Stock shall bear a legend setting forth the limitations set forth in this Agreement and under applicable securities laws on the transferability of such shares.

Related to Purchase Price Common Stock

  • Stock Purchase Price has the meaning set forth in Section 2 of the Subscription Agreement.

  • Share Purchase Price shall have the meaning ascribed to such term in Section 2.1(b).

  • Option Purchase Price has the meaning set forth in Section 9.36(b) hereof.

  • Purchase Price has the meaning set forth in Section 2.2.

  • Purchase Price Per Share means $0.01 per share, as may be adjusted from time to time in accordance with Section 5 or 6.

  • 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.

  • Cash Purchase Price has the meaning set forth in Section 2.1(b).

  • Unit Purchase Price shall have the meaning ascribed to such term in Section 2.1(b).

  • the Purchase Price means the price to be paid by the Buyer to the Seller for the purchase of the Property;

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

  • Closing Purchase Price shall have the meaning ascribed to such term in Section 2.1(b), which aggregate purchase price shall be net of the underwriting discounts and commissions.

  • Purchase Price Date means the date the Purchase Price is delivered by Lender to Borrower.

  • Purchaser Common Stock means the common stock, par value $0.01 per share, of Purchaser.

  • Base Purchase Price has the meaning set forth in Section 2.2.

  • Net Purchase Price has the meaning set forth in Section 2.1.

  • Per Pre-Funded Warrant Purchase Price equals $0.0001, subject to adjustment for reverse and forward share splits, share dividends, share combinations and other similar transactions relating to shares of Common Stock that occur after the date of this Agreement.

  • Option Closing Purchase Price shall have the meaning ascribed to such term in Section 2.2(b), which aggregate purchase price shall be net of the underwriting discounts and commissions.

  • Purchase Price Adjustment has the meaning set forth in Section 2.6.

  • VWAP Purchase Price means the lesser of (i) the Closing Sale Price on the VWAP Purchase Date; or (ii) ninety-seven percent (97%) of volume weighted average price for the Common Stock traded on the Principal Market during normal trading hours on (A) the VWAP Purchase Date if the aggregate shares traded on the Principal Market on the VWAP Purchase Date have not exceeded the VWAP Purchase Share Volume Maximum and the Sale Price of Common Stock has not fallen below the VWAP Minimum Price Threshold (to be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction), or (B) the portion of the VWAP Purchase Date until such time as the sooner to occur of (1) the time at which the aggregate shares traded on the Principal Market has exceeded the VWAP Purchase Share Volume Maximum, or (2) the time at which the Sale Price of Common Stock falls below the VWAP Minimum Price Threshold (to be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction).

  • Per Unit Purchase Price equals $0.8670, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur between the date of this Agreement and the applicable Closing Date.

  • Seller Common Stock means the common stock, par value $0.01 per share, of Seller.

  • Buyer Common Stock means the common stock, par value $0.01 per share, of Buyer.

  • Substitute Common Stock means the common stock issued by the issuer of the Substitute Option upon exercise of the Substitute Option.

  • Offer Price or Purchase (Public Offer) Price means the sum to be paid by the investor for purchase of one Unit, such price to be determined pursuant to this document.

  • Minimum Purchase Price has the meaning set forth in Section 2.04.

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