Transaction Share Consideration definition

Transaction Share Consideration means an aggregate number of SPAC New Common Shares equal to (a) the Equity Value, divided by (b) the SPAC Share Value.

Transaction Share Consideration means an aggregate number of shares of Class A Common Stock equal to (a) the Equity Value, divided by (b) the ALPA Share Value.

Transaction Share Consideration means an aggregate number of MEOA Shares equal to (a) the Equity Value, divided by (b) the MEOA Share Value. For the avoidance of doubt, Transaction Share Consideration shall be equal to 7,108,081 MEOA Shares, which amount is comprised of (x) the MEOA Shares issued to Company Stockholders on the Closing Date plus (y) the MEOA Shares issuable after the Closing Date upon exercise or conversion, as applicable, of Vested Rollover Options, Rollover Warrants (other than the Bridge Loan Warrants) and shares of Rollover Company Series A Preferred Stock.”

Examples of Transaction Share Consideration in a sentence

• A former stockholder of the Company will not receive any applicable portion of the Aggregate Transaction Share Consideration until all documents required by this Letter of Transmittal are received by the Exchange Agent at the address set forth below and until the same are processed for payment by the Exchange Agent.

• Any issuance of Earn Out Shares, including the issuance of Earn Out Shares made upon the occurrence of an Acceleration Event pursuant to Section 3.2, shall be treated as an adjustment to the Transaction Share Consideration for income Tax purposes and not treated as “other property” within the meaning of Section 356 of the Code, unless otherwise required by a “determination” within the meaning of Section 1313(a) of the Code.

• After the Company Warrant Settlement, all of the Company Warrants shall no longer be outstanding and shall cease to exist and each holder of Company Warrants shall thereafter cease to have any rights with respect to such Company Warrants other than with respect to the Transaction Share Consideration in accordance with this Agreement.

• If any Dissenting Shareholder shall have failed to perfect or shall have effectively withdrawn or lost such right, each of such holder’s Company Shares shall thereupon be treated as if they had been converted into and become exchangeable for the right to receive, as of the Effective Time, the applicable portion of the Transaction Share Consideration pursuant to Section 2.1(f)(vii), without interest.

• Any issuance of Earnout Shares shall be treated as an adjustment to the Adjusted Transaction Share Consideration for all Tax purposes, except to the extent otherwise required by applicable Law (including, for the avoidance of doubt, with respect to any amounts required to be treated as interest pursuant to Section 483 of the Code).

More Definitions of Transaction Share Consideration

Transaction Share Consideration means an aggregate number of Capstar Shares equal to (a)(1) the Equity Value, divided by (2) the Capstar Share Value, minus (b) the Rollover Vested Option Amount, minus (c) the Rollover Warrant Amount, plus (d) the Additional Transaction Share Consideration.”

Transaction Share Consideration means an aggregate number of Dragoneer Shares equal to (a) the Adjusted Equity Value, divided by (b) the Dragoneer Share Value.

Transaction Share Consideration means an aggregate number of HoldCo Shares equal to (a) the Equity Value, divided by (b) the HoldCo Share Value.

Transaction Share Consideration means an aggregate number of MEOA Shares equal to (a)(1) the Equity Value, divided by (2) the MEOA Share Value, minus (b) the sum of the Rollover Vested Option Amount, the Rollover Warrant Amount, the Rollover Company Series A Preferred Stock Amount and the Rollover Note Amount.

Transaction Share Consideration means an aggregate number of shares of Acquiror Common Stock equal to (a) the Adjusted Equity Value, divided by (b) the Acquiror Share Value.

Transaction Share Consideration means the Aggregate Common Share Consideration plus the Aggregate Preferred Share Consideration.

Transaction Share Consideration means an aggregate number of Pathfinder Post-Closing Common Shares equal to (a) the Adjusted Company Pre-Closing Equity Value, divided by (b) the Pathfinder Common Share Value.