Stock Consideration Cap definition

Stock Consideration Cap means a number of shares of Parent Common Stock equal to 17.31% of the issued and outstanding shares of Parent Common Stock (excluding shares issuable on the conversion or exercise of any other security) immediately prior to the Closing.
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Stock Consideration Cap has the meaning set forth in Section 1.6(f).
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Stock Consideration Cap has the meaning set forth in Section 2.1(e)(i).
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Examples of Stock Consideration Cap in a sentence

  • Each of the terms of this Article 3 (specifically including the proration provisions set forth in Sections 3.3(d) and 3.3(f)) shall be interpreted in a manner to ensure that in no event shall either (A) the aggregate amount of the Cash Consideration received by the holders of Company Shares in the Merger exceed the Cash Consideration Cap, or (B) the aggregate number of shares of Parent Stock received by the holders of Company Shares in the Merger exceed the Parent Stock Consideration Cap.

  • If the Stock Consideration would exceed the Stock Consideration Cap after such adjustment, the Stock Consideration shall be further adjusted as described in Section 1.6(e)(iii) hereof.

  • The result of the two different studys’ of what purpose the communication on social media have was as follows: Even though it is said that the players in team Alliance are required to have a presence online they don’t have to be overly active.

  • For the avoidance of doubt, in no event shall Parent issue Parent Common Stock Payment Shares in excess of the Parent Common Stock Consideration Cap, and the Parent Preferred Stock Payment Shares shall only be converted after the Required Parent Stockholder Vote is obtained and such other requirements set forth in the Certificate of Designation are satisfied.

  • In the event the Stock Consideration at Closing would result in Stock Consideration in an amount in excess of the Stock Consideration Cap, Buyer shall cause Parent to issue to Seller the Stock Consideration up to the Stock Consideration Cap and shall pay the remaining balance of Stock Consideration hereunder (the “Remaining Balance”) in cash, based upon the value of the Stock Consideration as set forth in (i) or (ii) above, as applicable.

  • The parties acknowledge and agree that the Stock Elections made pursuant to this Section 2.7(e) shall be treated as Stock Elections for all purposes of Article II, including the determination as to whether the Stock Consideration Cap has been exceeded.

  • The number of shares of Parent Common Stock to be issued under this Section 3.1(g) shall be, along with the number of shares of Parent Common Stock otherwise issuable in connection with the Merger, subject to the Merger Stock Consideration Cap.


More Definitions of Stock Consideration Cap

Stock Consideration Cap. Section 1.1(d)(iv)
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Stock Consideration Cap means an amount of shares of Buyer Common Stock equal to 20% of all of the issued and outstanding shares of Buyer Common Stock immediately prior to the Closing.
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Related to Stock Consideration Cap

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

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

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

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

  • 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.

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

  • 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.

  • 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.

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

  • Merger Consideration has the meaning set forth in Section 2.1(a).

  • Option Consideration has the meaning set forth in Section 3.3(a).

  • Acquisition Consideration means the purchase consideration for any Permitted Acquisition and all other payments by Holdings or any of its Subsidiaries in exchange for, or as part of, or in connection with, any Permitted Acquisition, whether paid in cash or by exchange of Equity Interests or of properties or otherwise and whether payable at or prior to the consummation of such Permitted Acquisition or deferred for payment at any future time, whether or not any such future payment is subject to the occurrence of any contingency, and includes any and all payments representing the purchase price and any assumptions of Indebtedness, “earn-outs” and other agreements to make any payment the amount of which is, or the terms of payment of which are, in any respect subject to or contingent upon the revenues, income, cash flow or profits (or the like) of any person or business; provided that any such future payment that is subject to a contingency shall be considered Acquisition Consideration only to the extent of the reserve, if any, required under GAAP at the time of such sale to be established in respect thereof by Holdings or any of its Subsidiaries.

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

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

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

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

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

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

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

  • Equity Consideration has the meaning set forth in Section 2.02.

  • 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.

  • Cash Merger Consideration has the meaning set forth in Section 2.9(a).

  • Minimum Consideration means the $.01 par value per share or such larger amount determined pursuant to resolution of the Board to be capital within the meaning of Section 154 of the Delaware General Corporation Law.

  • Aggregate Merger Consideration has the meaning set forth in Section 2.1(a).

  • Total Consideration means the total amount (but without duplication) of (a) cash paid in connection with any Acquisition, plus (b) Indebtedness for borrowed money payable to the seller in connection with such Acquisition, plus (c) the fair market value of any equity securities, including any warrants or options therefor, delivered to the seller in connection with any Acquisition, plus (d) the amount of Indebtedness assumed in connection with any Acquisition.

  • Initial Consideration has meaning ascribed by Clause 4.1;