Xxxxxxx Consideration Shares definition

Xxxxxxx Consideration Shares shall have the meaning in Section 2.1(c) hereof.
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Xxxxxxx Consideration Shares has the meaning set forth in the recitals hereto;
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Xxxxxxx Consideration Shares shall have the meaning in SECTION 2.1(C) hereof.
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Examples of Xxxxxxx Consideration Shares in a sentence

  • Xxxxxxx shall assist the Target Company in setting up and maintaining a trading account at a registered broker in the United Kingdom to facilitate the sale of the Xxxxxxx Consideration Shares.

  • The Xxxxxxx Consideration Shares shall be subject to the "Downside Price Protection" provided in Section 2 of the Escrow Agreement.

  • The Xxxxxxx Consideration Shares are being issued pursuant to section 4(2) of the Securities Act.

  • The Escrow Agent shall hold the Xxxxxxx Consideration Shares, the Consideration Stock and the Stock Powers in escrow when delivered.

  • At Closing, the Target Company shall (i) deposit the Xxxxxxx Consideration Shares with the Escrow Agent, (ii) deliver blank stock powers (the "Stock Powers") for the Xxxxxxx Escrow Shares to the Escrow Agent and (iii) deposit the Consideration Stock with the Escrow Agent.

  • The Xxxxxxx Consideration Shares are being issued pursuant to section 4(2) of the Securities Act and Rule 506 of Regulation D thereunder.

  • The Escrow Agent shall hold the Xxxxxxx Consideration Shares and the Consideration Stock in escrow when delivered.

  • At Closing, the parties shall deposit into escrow (i) the Xxxxxxx Consideration Shares and (ii) the Consideration Stock.

  • For greater certainty, 2,833,333 Xxxxxxx Consideration Shares shall not be subject to any restriction on Trading pursuant to Article 2 of this Agreement.

  • Simultaneously with the execution of this Agreement, Xxxxxxx and the Target Company entered into a Stock Purchase Agreement (the "Stock Purchase Agreement"), dated as of the date hereof and incorporated herein by reference, pursuant to which the Target Company has agreed to issue to Xxxxxxx the Consideration Stock in exchange for the Xxxxxxx Consideration Shares.

Related to Xxxxxxx Consideration Shares

  • Consideration Shares has the meaning ascribed thereto in Section 2.2.

  • Stock Consideration has the meaning set forth in Section 2.01(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;

  • 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.

  • Closing Stock Consideration means a number of shares of Parent Common Stock equal to (a) the Stock Consideration, minus (b) any shares of Parent Common Stock used to fund the SC Escrow Amount.

  • Aggregate Stock Consideration has the meaning set forth in Section 3.01(b)(iii).

  • Exchange Consideration shall have the meaning set forth in Section 11(b)(i).

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

  • Sale Consideration means the value of the H-1 Bid and accepted and approved by BSNL for the Said Land Parcel in its Acceptance Letter.

  • Purchase Consideration means the aggregate net cash proceeds received by the Company or Specialty Foods Corporation ("SFC") (after deducting all fees and expenses incurred by the Company, SFC and/or their respective affiliates in connection with the Sale). By way of example, if the Purchase Consideration equaled $100,000,000, your Sale Bonus would be $100,000.00. The Sale Bonus shall be paid to you within three (3) months of the completion of the Sale.

  • Buyer Shares means the common stock, with a par value of $0.0001 per share, of Buyer.

  • Initial Shares means all of the outstanding shares of Common Stock issued prior to the consummation of the Company’s initial public offering.

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

  • Net Consideration Per Share means the amount equal to the total amount of consideration, if any, received by the Company for the issuance of such warrants, options, subscriptions, or other purchase rights or convertible or exchangeable securities, plus the minimum amount of consideration, if any, payable to the Company upon exercise or conversion thereof, divided by the aggregate number of shares of Common Stock that would be issued if all such warrants, options, subscriptions, or other purchase rights or convertible or exchangeable securities were exercised, exchanged or converted.

  • Closing Shares shall have the meaning ascribed to such term in Section 2.1(a)(i).

  • Earnout Shares has the meaning set forth in Section 3.6(a).

  • Earnout Consideration has the meaning specified in Section 2.05(a).

  • Earn-Out Consideration has the meaning set forth in Section 2.08(a)(i).

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

  • Initial Consideration has meaning ascribed by Clause 4.1;

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

  • Initial Share Price for a Share means the Closing Price on the Exchange (or where such Exchange does not announce or publish a Closing Price, the last traded price, or, if necessary, the mid-market price) for that Share on the Initial Valuation Date, subject to adjustments that may be made pursuant to “DESCRIPTION OF THE NOTES – Adjustments and Exceptional Circumstances”.

  • Purchased Shares has the meaning set forth in Section 2.01.