Stockholder Merger Consideration definition

Stockholder Merger Consideration means, with respect to each SPAC Stockholder or Company Shareholder, as applicable, subject to the terms and conditions of this Agreement, the sum of all PubCo Shares receivable by such SPAC Stockholder pursuant to Section 2.3(g)(iii) or Company Shareholder pursuant to Section 2.2(g)(i) (and with respect to each such Company Shareholder, as allocated in accordance with the Payment Spreadsheet).

Stockholder Merger Consideration means the total portion of the Merger Consideration payable to all Shapeways Stockholders in respect of shares of Shapeways Stock (but excluding Merger Consideration payable in respect of Shapeways Options and Shapeways Warrants) at the Closing pursuant to the Merger Agreement. The Stockholder Merger Consideration will be allocated pro rata among the Shapeways Stockholders based on their ownership of shares of Shapeways common stock after giving effect to the required conversion of all of the outstanding shares of Shapeways preferred stock into shares of Shapeways common stock immediately prior to, and contingent upon, the Closing. The Stockholder Merger Consideration includes the Stockholder Earnout Shares, which will be withheld from delivery to the Shapeways Stockholders at the Closing and deposited into escrow, subject to the vesting and forfeiture conditions of the Earnout Terms.

Stockholder Merger Consideration means the shares of Successor common stock and the Transferred Sponsor Warrants to be transferred to Phunware stockholders.

Examples of Stockholder Merger Consideration in a sentence

• In the event that a holder properly perfects such holder’s appraisal, dissenters’ or similar rights by demanding and not effectively withdrawing or losing such holder’s appraisal, dissenters’ or similar rights for any shares of Company Stock, the Exchange Agent shall deliver to Purchaser such holder’s portion of the Stockholder Merger Consideration that is attributable to such shares at the time such portion of such Stockholder Merger Consideration is determined and such rights are perfected.

• At or prior to the Effective Time, the Purchaser shall deposit, or cause to be deposited, with the Exchange Agent the Stockholder Merger Consideration.

• Unless otherwise required by Law, all distributions made from the Escrow Account shall be treated by the Parties as an adjustment to the number of shares of Stockholder Merger Consideration received by the Company Stockholders pursuant to Article I hereof.

• If, after the Effective Time, Company Certificates are presented to the Surviving Corporation, the Purchaser or the Exchange Agent, they shall be canceled and exchanged for the applicable portion of the Stockholder Merger Consideration provided for, and in accordance with the procedures set forth in this Section 1.11.

• Each Stockholder shall receive its pro rata share of the Stockholder Merger Consideration based on the number of shares of Company Common Stock owned by such Company Stockholder as compared to the total number of shares of Company Common Stock owned by all Company Stockholders (with any shares of Company Preferred Stock calculated on an as-converted to Company Common Stock basis) as of immediately prior to the Effective Time (such proportion being such Stockholder’s “Pro Rata Share”).

More Definitions of Stockholder Merger Consideration

Stockholder Merger Consideration means, with respect to each Company Stockholder, subject to the terms and conditions of this Agreement, the sum of all shares of Acquiror Class A Common Stock receivable by such Company Stockholder pursuant to Section 2.5(a).

Stockholder Merger Consideration means the aggregate amount of the portion of the Estimated Merger Consideration to be paid to the Target Stockholders for the Target Shares, excluding (a) the portion of the Escrow Deposit being deposited with the Escrow Agent on behalf of the Target Stockholders and (b) the portion of the Equity Holders’ Representative Fund being deposited with the Escrow Agent on behalf of the Target Stockholders.

Stockholder Merger Consideration has the meaning set forth in Section 1.7(a)(vi).

Stockholder Merger Consideration is defined in Section 1.6(a).

Stockholder Merger Consideration means the Merger Consideration less the Bonus Plan Pool.

Stockholder Merger Consideration. Section 2.06

Stockholder Merger Consideration means the Preferred Merger Consideration plus the Common Merger Consideration.