Purchased Shares Consideration definition

Purchased Shares Consideration has the meaning set forth in Section 1.2.
Sample 1
Purchased Shares Consideration means, with respect to any holder of Purchased Shares, (A) an amount equal to the aggregate number of Purchased Shares held by such holder multiplied by the sum of the Common Equivalents Merger Consideration and the Common Equivalents Performance Payment, which amount shall be payable in cash at the Closing by check or wire transfer, and (B) an amount equal to the aggregate number of Purchased Shares held by such holder multiplied by the Pro Rata Escrow Amount, which amount shall be payable in accordance with the Escrow Agreement.
Sample 1

Examples of Purchased Shares Consideration in a sentence

  • At the Closing, in consideration of the Investor's delivery of the Purchased Shares Consideration, each Shareholder shall deliver to the Investors a certificate or certificates representing the Purchased Shares owned by such Shareholder as set forth on Schedule II, duly endorsed in blank for transfer or accompanied by stock powers duly executed in blank, sufficient in form and substance to convey to the Investors, good and marketable title to the Purchased Shares free and clear of all Encumbrances.

  • For the avoidance of doubt, any sale, divestiture, licence or disposition of assets or businesses, and any such behavioural remedies to which the Buyer and LMC agree will have no impact on the amount of the Purchased Shares Consideration or any other payments to be made by the Buyer and/or LMC under this Agreement, including pursuant to Clauses 3, 5.5, 7, 16.2 and Schedule 4.

  • Newmark (1989: 119) remarks that sometimes not only the content is important but also the manner in which it is communicated.

  • Upon the terms and subject to the conditions set forth herein, at the Closing, the Company shall sell, transfer, convey and assign to the Investor and the Investor shall purchase and acquire from the Company the Purchased Shares for the Purchased Shares Consideration.

  • At the Closing, in consideration of the Investor's delivery of the Purchased Shares Consideration, the Company shall deliver to the Investor a certificate or certificates representing the Purchased Shares free and clear of all Encumbrances.

  • All corporate action on the part of the Company, its shareholders, officers and directors necessary for the authorization, execution, delivery, and performance of all of the Company’s obligations under the Transaction Documents, and for the authorization, issuance and sale of the Purchased Shares and/or the Purchased Shares Consideration, has or will be taken prior to the Initial Closing.

  • The Purchased Shares and the Purchased Shares Consideration, when issued in accordance with the provisions hereof, shall be duly authorized, validly issued, fully paid, and non-assessable and issued in full compliance with the requirements of any applicable law, including, without limitation, any applicable securities Law.

  • The Investor shall have delivered the Purchased Shares Consideration and Redeemed Shares Consideration in accordance with Sections 1.2 and 1.4 hereof, respectively.

  • The aggregate purchase price to be paid for the Purchased Shares by the Investor (the "Purchased Shares Consideration") shall be $8,863,548.

Related to Purchased Shares Consideration

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

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

  • Purchased Shares has the meaning set forth in Section 2.01.

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

  • 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.

  • Sold Shares shall have the meaning specified in Section 6.

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

  • 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.

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

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

  • Purchased Stock means a right to purchase Common Stock granted pursuant to Article IV of the Plan.

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

  • 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.

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

  • Transferred Shares means all or any portion of a Member’s Shares that the Member seeks to Transfer.

  • Seller Shares means all shares of Common Stock of the Company owned as of the date hereof or hereafter acquired by a Common Holder, as adjusted for any stock splits, stock dividends, combinations, subdivisions, recapitalizations and the like.

  • Acquired Shares has the meaning set forth in the Recitals.

  • Purchaser Shares means the common shares in the capital of the Purchaser.

  • 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.

  • ASA Shares has the meaning set forth in 2.4(a).

  • Parent Shares means the shares of common stock, par value $1.00 per share, of Parent.

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

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

  • Purchase Consideration means the aggregate net cash proceeds received by the Company or Specialty Foods Corporation ("SFC") (after deducting all fees and expenses incurred by the Company, SFC and/or their respective affiliates in connection with the Sale). By way of example, if the Purchase Consideration equaled $100,000,000, your Sale Bonus would be $100,000.00. The Sale Bonus shall be paid to you within three (3) months of the completion of the Sale.

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

  • 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.