Purchaser Merger Shares definition

Purchaser Merger Shares means, subject to any adjustments pursuant to Section 3.1 hereof, an aggregate number of shares of Purchaser Common Stock including Purchaser Class A Common Stock and Purchaser Class B Common Stock, issuable to the pre-Closing holders of Company Securities (excluding Company Options), representing without any duplication the Indemnification Escrow Shares. The actual number of Purchaser Merger Shares and shares of Purchaser Common Stock underlying the vested Company Option (as assumed exercised on a cashless basis) to be issued to the pre- Closing holders of Company Securities at the Closing shall be determined by subtracting the total amount of Closing Net Debt from $300,000,000 and then dividing such difference by $10.
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Purchaser Merger Shares means, subject to any adjustments pursuant to Section 3.1 hereof, an aggregate number of Purchaser Class A Ordinary Shares, issuable to the pre-Closing holders of Company Securities, representing without any duplication (i) shares issuable upon exchange of Company Securities, and (ii) the Indemnification Escrow Shares, which shall be the Adjusted Equity Valuation of the Company divided by $10.00.
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Purchaser Merger Shares means, subject to any adjustments pursuant to Section 3.1 hereof, an aggregate number of shares of Purchaser Common Stock including Purchaser Class A Common Stock and Purchaser Class B Common Stock, issuable to the pre-Closing holders of Company Securities, representing without any duplication (i) shares issuable upon exchange of Company Securities, inclusive of the reservation of shares for the exchange and exercise of the Company Notes, the Company Options and Company Warrants and (ii) the Indemnification Escrow Shares, which shall be determined by subtracting the total amount of Closing Net Debt from $300,000,000 and then dividing such difference by $10.
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Examples of Purchaser Merger Shares in a sentence

  • The Purchaser Merger Shares, when issued in accordance with this Agreement, will be duly authorized and validly issued, and will be fully paid and nonassessable.

  • Notwithstanding anything to the contrary in the other provisions of this Section 3.1, Purchaser shall withhold from the Purchaser Merger Shares otherwise issuable to the Escrow Participant pursuant to this Section 3.1 such number of Purchaser Class A Ordinary Shares as determined in accordance with Section 1.36.

  • The Company Securities held by or beneficially owned by, the Company Shareholders shall thereafter represent an aggregate number of Purchaser Merger Shares, subject to any adjustment pursuant to Section 3.1 hereof.

  • All Purchaser Merger Shares issued upon the cancellation of Company Securities in accordance with the terms hereof, shall be deemed to have been issued in full satisfaction of all rights pertaining to such Company Securities.

  • The Purchaser Merger Shares issuable at closing shall be issued pro rata to the Company Shareholders based upon their holdings as set forth on Schedule 1.17.

Related to Purchaser Merger Shares