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 Ordinary Shares receivable by such SPAC Stockholder pursuant to Section 2.3(g)(ii) 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 shares of Successor common stock and the Transferred Sponsor Warrants to be transferred to Phunware stockholders.

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.

Examples of Stockholder Merger Consideration in a sentence

For the avoidance of doubt, by consenting to the terms of the Merger, pursuant to Section 2.6, the Indemnifying Stockholders agree to receive the Total Indemnifying Stockholder Merger Consideration and no more, in exchange for their shares of Company Stock as set forth herein without any reservation of their appraisal rights.
At or prior to the Effective Time, the Purchaser shall deposit, or cause to be deposited, with the Exchange Agent the Stockholder Merger Consideration.
Frequency is calculated by dividing the group count value with the total group count value.
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 Stockholders pursuant to ARTICLE IX hereof.
At or prior to the Effective Time, the Purchaser shall deposit, or cause to be deposited, with the Exchange Agent (i) the Stockholder Merger Consideration (less the Escrow Shares) to be paid in respect of the Company Certificates, in each case in accordance with each Company Stockholder’s Pro Rata Share, and (ii) the Indemnity Escrow Shares into the Indemnity Escrow Account and the Distribution Escrow Shares into the Distribution Escrow Account in accordance with Section 1.9, as appropriate.

More Definitions of Stockholder Merger Consideration

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 is defined in Section 1.6(a).

Stockholder Merger Consideration. Section 2.06

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

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

Stockholder Merger Consideration means the Preferred Merger Consideration plus the Common Merger Consideration. 10