Stock Portion of the Merger Consideration definition

Stock Portion of the Merger Consideration means that portion of the Merger Consideration that is evidenced by the 25,000,000 Parent Shares issued to the Stockholder.
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Stock Portion of the Merger Consideration has the meaning set forth in Section 2.2.
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Stock Portion of the Merger Consideration means that portion of the Merger Consideration that is evidenced by the Parent Shares issued to the Stockholders as set forth in Schedule 2.5.
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Examples of Stock Portion of the Merger Consideration in a sentence

  • No legend or other reference to any Encumbrance appears upon any certificate representing the Stock Portion of the Merger Consideration, except for customary legends with respect to transfer restrictions for restricted securities under federal and Delaware securities Law.

  • For purposes of this Agreement, the “Option Exchange Ratio” shall be the fraction having a numerator equal to the per share Merger Consideration (valuing the Stock Portion of the Merger Consideration at the Measurement Price thereof) and having a denominator equal to the Measurement Price.

  • The “Merger Consideration” is the aggregate consideration comprised of (i) the Cash Portion of the Merger Consideration, (ii) the Stock Portion of the Merger Consideration, and (iii) the Note Portion of the Merger Consideration.

  • The Stock Portion of the Merger Consideration shall be delivered in the form of stock certificates evidencing ownership by the Shareholders of a total of 500,000 shares of AmeriLink Common Stock.

  • The Parent Series A Preferred Stock that constitutes the Stock Portion of the Merger Consideration has been duly authorized, and upon consummation of the transactions contemplated by this Agreement, will be validly issued, fully paid and nonassessable and will be issued without violation of applicable Laws.

  • The “Merger Consideration” is the aggregate consideration set forth on Schedule 2.5 attached hereto, which Merger Consideration is comprised of (i) the Cash Portion of the Merger Consideration, (ii) the Stock Portion of the Merger Consideration and (iii) the right to receive the Earn-Out Payment on the terms and conditions set forth in Section 2.10.

  • The parties agree that the Stock Portion of the Merger Consideration is valued at $25,000,000.

  • Parent has reserved out of its authorized and unissued shares, and Parent shall continue to reserve out of its authorized and unissued shares and keep available until the Closing Date, free of preemptive rights, the number of shares of Parent Series A Preferred Stock that constitute the Stock Portion of the Merger Consideration.

  • The shares of Acquiror Common Stock comprising the Stock Portion of the Merger Consideration have been duly and validly authorized and, when issued in accordance with the terms hereof, will be validly issued and fully-paid and non-assessable and shall not have been issued in violation of any preemptive or similar rights.

  • Additionally, Acquiror will issue and deliver to the Exchange Agent for exchange in accordance with this Section 1.2, through such reasonable procedures as Acquiror and the Holder Representative may agree, certificates for the shares of Acquiror Common Stock representing the Stock Portion of the Merger Consideration.


More Definitions of Stock Portion of the Merger Consideration

Stock Portion of the Merger Consideration has the meaning set forth in Section 3.01(a). “Stock Portion of the Per Share Closing Merger Consideration” shall be a number of shares of Parent Series A Preferred Stock equal to (x) the Stock Portion of the Merger Consideration, less the Escrow Deposit, divided by (y) the number of issued and outstanding shares of Common Stock as of the Effective Time.
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Stock Portion of the Merger Consideration has the meaning specified in Section 1.1(c).
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Related to Stock Portion of the Merger Consideration

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

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

  • Base Merger Consideration means an amount equal to $1,855,000,000.

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

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

  • Final Merger Consideration has the meaning set forth in Section 2.10(b)(ii)(D).

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

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

  • Closing Merger Consideration has the meaning set forth in Section 2.02

  • Estimated Merger Consideration shall have the meaning set forth in Section 2.10(a).

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

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

  • Transaction Consideration has the meaning set forth in Section 11.7 hereof.

  • Conversion Consideration shall have the meaning specified in Section 14.12(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.

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

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

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

  • Company Share means one share of common stock of the Company, $0.01 par value per share.

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

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

  • 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.

  • 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.

  • Earnout Consideration has the meaning specified in Section 2.08(a).

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

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