Working Capital Escrow Shares means, collectively, (a) that number of shares of Parent Convertible Preferred Stock equal to the Working Capital Escrow Amount based on a valuation of such Parent Convertible Preferred Stock pursuant to the Signing VWAP, and (b) that number of shares of Parent Common Stock that the holders of RSUs (other than the Rollover RSUs) would otherwise receive upon the cancellation and conversion of such RSUs pursuant to Section 2.6(c), on a pro rata basis.

Working Capital Escrow Shares means collectively, the Magnolia Working Capital Escrow Shares and the Hawthorne Working Capital Escrow Shares.

Working Capital Escrow Shares means a number of shares of Purchaser Common Stock equal to $10,000,000 (ten million dollars) divided by the Average Purchaser Stock Price (rounded up to the nearest whole number).

Examples of Working Capital Escrow Shares in a sentence

The Working Capital Escrow Amount shall be deposited into the Working Capital Escrow Account in the form of the Working Capital Escrow Shares.
Section 2.01(a) Working Capital Escrow Shares...................................................
If the Purchaser fails to deliver to the Sellers the statement of Closing Date Working Capital within such sixty (60) day period, the Escrow Agent shall automatically and without further instructions deliver to the Sellers the Working Capital Escrow Shares.
The Escrow Agent shall retain (x) LTIP Escrow Shares for the purposes of securing the Parties’ obligations under Section 5.17 and the second proviso of Section 2.7(b)(i)(A) and (y) Working Capital Escrow Shares for the purposes of securing the Parties’ obligations under Section 2.7. The Escrow Agreement shall provide for the distribution by the Escrow Agent of the LTIP Escrow Shares and the Working Capital Escrow Shares in accordance with the terms of this Agreement (and the Escrow Agreement).
Unless and until the Escrow Agent receives the certificates representing additional shares of Parent Common Stock or other property, the Escrow Agent may assume without inquiry that no such stock or other property has been or is required to be issued with respect to Working Capital Escrow Shares or Indemnity Escrow Shares.
No. of shares of Parent Common Stock that are Securities for purposes of this Agreement and that are to be received or receivable by the undersigned as of the Closing (which, solely in the case of Pace, includes all of the the Indemnity Escrow Shares and all of the Working Capital Escrow Shares): shares of Parent Common Stock Yours truly, By: Name: Date: Acknowledged and Agreed: BLACKBOARD INC.
In connection with any release of Working Capital Escrow Shares or Indemnity Escrow Shares from the Escrow Account, Parent and the Escrow Agent shall be permitted to “round down” or to follow such other rounding procedures as Parent reasonably determines to be appropriate in order to avoid retaining any fractional shares in the Escrow Account and in order to avoid releasing any fractional shares from the Escrow Account.

More Definitions of Working Capital Escrow Shares

Working Capital Escrow Shares has the meaning given to such term in the Escrow Agreement.

Working Capital Escrow Shares mean such number of shares of Parent Series C Preferred Stock and Parent Common Stock as (i) shall have a value of $1,200,000 (with each share of Parent Series C Preferred Stock valued at $30.00 and each share of Parent Common Stock valued according to the Average Parent Share Price) and (ii) shall be in the same ratio of shares of Parent Series C Preferred Stock: Parent Common Stock as the ratio of shares of Parent Series C Preferred Stock to be delivered to the Shareholders pursuant to Schedule 2.01(a): shares of Parent Common Stock to be delivered to the Shareholders pursuant to Schedule 2.01(a). The rights, privileges, terms and conditions of the Parent Series C Preferred Stock are set forth on Annex 2 attached hereto. All such shares of Company Preferred Stock and Company Common Stock shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist, and the certificates previously representing such shares shall thereafter represent only the right to receive the Merger Consideration into which such Company Preferred Stock and Company Common Stock was converted in the Merger immediately at the Effective Time, if all of the certificates representing shares of Company Preferred Stock and Company Common Stock are delivered to Parent at the Closing, or, if all such certificates are not so delivered, upon the delivery of a properly executed letter of transmittal accompanied by such certificates. Certificates previously representing shares of Company Preferred Stock and Company Common Stock shall be exchanged for the Merger Consideration in accordance with Schedule 2.01(a) upon the surrender of such certificates in accordance with the provisions of Section 2.02, without interest. No fractional share of Parent Common Stock or Parent Series C Preferred Stock shall be issued, and, in lieu thereof, a cash payment shall be made pursuant to Section 2.02(c) hereof.

Related to Working Capital Escrow Shares

Working Capital Escrow Amount means $1,000,000.
Working Capital Reserve shall have the meaning set forth in the Partnership Agreement.
Working Capital Units shall have the meaning given in the Recitals hereto.
Working Capital Shares shall have the meaning given in the Recitals hereto.
Working Capital Surplus means the amount by which the Working Capital is greater than the Target Working Capital Amount.
Escrow Cash is defined in Section 4.1(a).
Working Capital Adjustment Amount has the meaning set forth in Section 2.1(b)(ii). Section 1.2
Working Capital Deficit means the amount, if any, by which the Closing Working Capital is less than the Target Working Capital.
Final Closing Working Capital has the meaning set forth in Section 2.5(d).
Working Capital Target means $0.
Working Capital Adjustment shall have the meaning set forth in Section 3.5(c)(i).
Working Capital Warrants shall have the meaning given in the Recitals hereto.
Final Closing Cash shall have the meaning set forth in Section 2.11(g).
Estimated Closing Working Capital has the meaning set forth in Section 2.04(a)(ii).
Working Capital Advance has the meaning specified in Section 2.01(c).
Final Closing Net Working Capital has the meaning set forth in Section 2.6(c).
Working Capital Assets means the current assets of the Company as of the Effective Time (including all Cash and Cash Equivalents), determined in accordance with Accounting Principles but excluding any Tax assets.
Net Working Capital Adjustment Amount means an amount (which may be a positive or negative number) equal to (a) the Closing Date Net Working Capital minus (b) the Target Net Working Capital.
Working Capital Amount shall have the meaning specified in Section 3.4(e).
Target Working Capital means $0.
Closing Cash means the aggregate amount of all Cash of the Company as of the close of business on the day immediately preceding the Closing Date.
Estimated Closing Net Working Capital has the meaning set forth in Section 2.5.
Closing Working Capital means: (a) the Current Assets of the Company, less (b) the Current Liabilities of the Company, determined as of the open of business on the Closing Date.
Escrow Amount has the meaning set forth in Section 2.1(c).
Working Capital Loan has the meaning specified in Section 2.1(c).
Net Working Capital Adjustment means (a) the amount by which Net Working Capital as of immediately prior to the Closing exceeds Target Net Working Capital or (b) the amount by which Net Working Capital as of immediately prior to the Closing is less than Target Net Working Capital, in each case, if applicable; provided, that any amount which is calculated pursuant to clause (b) above shall be deemed to be a negative number.

Working Capital Escrow Shares definition

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