Total Consideration Shares definition

Total Consideration Shares means the Parent Common Stock issued at Closing, including the shares held in escrow. All shares of the Parent Common Stock shall be restricted securities as defined by the SEC and the certificates shall have a restricted legend affixed to it.
Sample 1
Total Consideration Shares means the number of shares of Novoste Common Stock obtained by multiplying the Total Novoste Effective Time Shares by the Allocation Ratio.
Sample 1
Total Consideration Shares means a number of shares of Purchaser Common Stock equal to the quotient of (i) $62,400,000, divided by (ii) the Redemption Price.
Sample 1

Examples of Total Consideration Shares in a sentence

  • Such shares shall be held in escrow on behalf of the persons who are the holders of Target Common Stock or Target Preferred Stock in the Merger immediately prior to the Effective Time (the "FORMER TARGET STOCKHOLDERS"), in accordance with the portion of Total Consideration Shares allocable to each such Former Target Stockholder based upon the Exchange Ratios ("PRO RATA PORTION").

  • Such shares shall be held in escrow on behalf of the persons who are the holders of Target Common Stock or Target Preferred Stock in the Merger immediately prior to the Effective Time (the "FORMER TARGET SHAREHOLDERS"), in accordance with the portion of Total Consideration Shares allocable to each such Former Target Shareholder based upon the Exchange Ratios ("PRO RATA PORTION").

  • Such shares shall be held in escrow on behalf of the persons who are the holders of RTI Common Stock or RTI Preferred Stock in the Merger immediately prior to the Effective Time (the "Former RTI Stockholders"), in accordance with the portion of Total Consideration Shares allocable to each such Former RTI Stockholder in the manner contemplated by Section 2.1 ("Pro Rata Portion").

  • At the Effective Time or such later ---------------- time as determined in accordance with Section 2.3(b), Mpath will, on behalf of the holders of RTI Common Stock and RTI Preferred Stock, deposit in escrow certificates representing twenty percent (20%) of the Total Consideration Shares allocable to RTI Common Stock and RTI Preferred Stock in the Merger.

  • Such shares shall be held in escrow on behalf of the persons who are the holders of Synchrologic Common Stock or Synchrologic Preferred Stock immediately prior to the Effective Time (the “Former Synchrologic Shareholders”), in accordance with the portion of Total Consideration Shares allocable to each such Former Synchrologic Shareholder based upon the Exchange Ratio (“Pro Rata Portion”).

  • The undersigned’s investment intent is not limited to a present intention to hold the Total Consideration Shares for the minimum capital gains period specified under any applicable tax law, for a deferred sale, for a specified increase or decrease in the market price of the Total Consideration Shares, or for any other fixed period in the future.

  • The undersigned is sufficiently aware of the Parent’s business affairs and financial condition to reach an informed and knowledgeable decision to acquire the Total Consideration Shares.

  • The undersigned further understands that at the time he wishes to sell the Total Consideration Shares, there may be no public market for Parent’s stock upon which to make such a sale, or the current public information requirements of Rule 144 may not be satisfied, either of which would preclude the undersigned from selling the Total Consideration Shares under Rule 144 even if the one-year minimum holding period had been satisfied.

  • Such shares shall be held in escrow on behalf of the persons who are the holders of Target Common Stock or Target Preferred Stock in the Merger immediately prior to the Effective Time (the "FORMER TARGET STOCKHOLDERS"), in accordance with the portion of Total Consideration Shares allocable to each such Former Target Stockholder in the manner contemplated by Section 2.1 ("PRO RATA PORTION").

  • The undersigned is able to hold the Total Consideration Shares indefinitely if required, and is able to bear the loss of his entire investment in the Total Consideration Shares.


More Definitions of Total Consideration Shares

Total Consideration Shares means the number of shares of Pumatech Common Stock (rounded to the nearest whole share) equal to (A) the quotient determined by dividing (x) the Base Merger Consideration Amount by (y) the Average Closing Price less (B) the Transaction Expenses Adjustment; provided, however, that in no event shall the aggregate number of shares of Pumatech Common Stock constituting the Total Consideration Shares exceed the Maximum Consideration Shares or be fewer than the Minimum Consideration Shares.
Sample 1
Total Consideration Shares means the aggregate of (x) the total number of Shares held by Cabletron and (y) the total number of shares of Efficient Common Stock which the Preferred Stock has been converted into or is convertible into.
Sample 1
Total Consideration Shares means that number of shares of Active Common Stock determined by dividing (x) -------- $66,950,027.85 (less ninety-four percent (94%) of any fees to be deducted therefrom in accordance with Section 3.15 of this Agreement) by (y) $82.45104 (the "Average Stock Price") which represents the average of the last reported sales prices on the Nasdaq National Market for one share of Active Common Stock for the thirty (30) trading day period ending on the trading day immediately prior to the date of this Agreement; and (B) the "Exchange Ratio" shall be determined by dividing (1) the Total Consideration Shares by (2) the sum of the -------- total number of shares of TransLink Common Stock issued and outstanding immediately prior to the Effective Time of the Merger.
Sample 1

Related to Total Consideration Shares

  • 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.

  • 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).

  • Initial Consideration shall have the meaning set forth in Section 5.01.

  • 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.

  • Consideration Shares shall have the meaning set forth in Section 2.7(c).

  • 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).

  • 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.

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

  • Net Consideration means “net consideration” as defined in Regulation Section 1.848-2(f));

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

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

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

  • Earn-Out Consideration is defined in Section 2.5(c).

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

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

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

  • Exchangeable Share Consideration has the meaning provided in the Exchangeable Share Provisions;

  • Additional Consideration has the meaning set forth in Section 3.2.

  • Base Consideration has the meaning set forth in Section 1.2.

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

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

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

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