Purchaser Consideration Shares definition

Purchaser Consideration Shares has the meaning set forth in Section 2.01.
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Purchaser Consideration Shares means 20% of the securities of the Purchaser, being 200 common shares in the capital of the Purchaser;
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Examples of Purchaser Consideration Shares in a sentence

  • The Purchaser Consideration Shares, when issued and delivered in accordance with the terms and for the consideration set forth in this Agreement, will be duly authorized and validly issued, fully paid and non-assessable, and will be free and clear of any Encumbrances and restrictions on transfer other than any restrictions or conditions on transfer under this Agreement, Purchaser’s Constitutional Documents, each as amended, and under applicable Laws.

  • After the Lock-up Period and upon the request of the Seller, the Purchase shall use its best efforts to facilitate the conversion of the Purchaser Consideration Shares into ADSs in accordance with ADS conversion procedures of the Depositary.

  • The Purchaser Consideration Shares, which are subject to the lock-up under this Section 5.11, may be released at any time prior to the expiration of the Lock-up Period (A) if Smartposting completes an Initial Public Offering of the Smartposting Shares on a public stock exchange agreed between the Seller and the Purchaser, or (B) if there is a written consent of the Purchaser for the release of such shares.

  • The Purchaser Consideration Shares or the Subject Shares, which are subject to the lock-up under this Section 5.11, may be released at any time prior to the expiration of the Lock-up Period if there is a written consent of the Purchaser or the Seller, as applicable, for the release of such shares.

  • Assuming the accuracy of Seller’s representations and warranties set forth in Article 5 of this Agreement, no registration under the Securities Act or any applicable state securities Law is required for the issuance of the Purchaser Consideration Shares by Purchaser to Seller as contemplated hereby.

  • The Purchaser Consideration Shares to be issued as part of the Purchase Price will, when issued at the Closing Time, be duly authorized and validly issued as fully paid and non-assessable common shares in the capital of the Purchaser free and clear of all Encumbrances and not be subject to or issued in violation of, any pre-emptive rights or back-in rights.

  • No Party may assign this Agreement or any of the benefits, rights or obligations under this Agreement or enter into any participation agreement with respect to the benefits under this Agreement without the prior written consent of the other Party, provided that such restriction shall not apply to an assignment or transfer by the Vendor (or its designee) of the Purchaser Consideration Shares.

  • As full consideration for the purchase of the Data, Purchaser shall pay Seller the amount of Four Hundred Thousand Dollars ($400,000.00) ("Cash Payment") and 159,236 shares of common stock of Purchaser, par value $0.001, subject to equitable adjustment in the event that, prior to the Closing Date, there is any share split, subdivision, combination, share dividend, extraordinary dividend or reorganization involving shares of common stock of Purchaser ("Consideration Shares").

  • Purchaser shall have submitted to the NASDAQ any application or notification required in connection with the issuance and delivery of the Purchaser Consideration Shares and complied with all NASDAQ listing requirements applicable to the transactions contemplated by this Agreement, if any.

  • The Purchaser Consideration Shares (with respect to the Seller) or the Subject Shares (with respect to the Purchaser), which are subject to the lock-up under this Section 5.11, may be released at any time prior to the expiration of the Lock-up Period if there is a written consent of the Purchaser or the Seller, as applicable, for the release of such shares.

Related to Purchaser Consideration Shares

  • Consideration Shares shall have the meaning set forth in Section 2.7(c).

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

  • 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).

  • 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).

  • Aggregate Stock Consideration means a number of shares of Acquiror Common Stock equal to the quotient obtained by dividing (i) (x) the Base Purchase Price less (y) the Aggregate Cash Consideration, by (ii) $10.00.

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

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

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

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

  • 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.

  • Purchaser Warrants means Purchaser Private Warrants and Purchaser Public Warrants, collectively.

  • 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.

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

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

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

  • Buyer Stock means the common stock, par value $0.001 per share, of Buyer.

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

  • 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.

  • Earn-Out Shares has the meaning provided in Section 2.2(b).

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

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

  • Initial Shares means a number of Registrable Securities equal to the lesser of (i) the total number of Registrable Securities and (ii) one-third of the number of issued and outstanding shares of Common Stock that are held by non-affiliates of the Company on the day immediately prior to the filing date of the Initial Registration Statement.

  • 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.

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