Closing Issuance definition

Closing Issuance shall have the meaning ascribed to such term in Section 4.16.
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Closing Issuance shall have the meaning set forth in Section 1.4.
Sample 1

Examples of Closing Issuance in a sentence

  • In addition to these deposits, the Company has agreed to consideration of: - Payment of $220,000 in cash consideration in addition to the deposits;- Agreed to consolidate common shares on the basis of five pre-consolidation shares for one share prior to Closing;- Issuance of 1,333,333 common shares of the Company; and- Agreed to complete the Financing described above.

  • Except as otherwise provided herein, upon the terms and subject to the conditions of this Agreement, the consummation of the Closing Issuance (the “Closing”) shall be held remotely via the exchange of documents and signatures on the date hereof (the “Closing Date”).

  • On the Closing Date, the Company shall issue to Investors or to a custodian designated by any such Person, as applicable, the appropriate number of Closing Issuance Shares, free and clear of any liens or other restrictions whatsoever (other than those arising under state or federal securities laws), which Closing Issuance Shares, unless otherwise determined by the Company, shall be uncertificated, with record ownership reflected only in the register of shareholders of the Company.

  • In the event of the Upward Adjustment Trigger, the Issuance Price shall be increased to the Closing Issuance Price (as defined below), which increase shall result in a corresponding increase in the aggregate Purchase Price.

  • For purposes hereof, the "Closing Issuance Price" shall be calculated as follows: the value weighted average of the Nasdaq closing stock price of the Company during the 15-day period prior to Closing.

  • All disputes, claims or controversies arising out of or relating to this Agreement, or the negotiation, validity or performance of this Agreement, the Waiver and Combination Closing Issuance or any Exchange and the other transactions contemplated hereby shall be governed by and construed in accordance with the Laws of the State of Delaware without regard to its rules of conflict of Laws.

  • The parties agree that Exxxxx shall be entitled to rely on the Closing Issuance Schedule in issuing the shares of Endexx Closing Stock to the Seller pursuant to this Agreement and that Endexx shall not be responsible for the calculations or the determinations regarding such calculations in such Closing Issuance Schedule.

  • On the terms and subject to the provisions of this Agreement, at the Closing, (a) Endexx shall issue to the Seller the shares of Endexx Closing Stock in accordance with the information set forth on the Closing Issuance Schedule and (b) Acquisition Sub shall execute and deliver to the Seller the Self-financing Note (the effective time of the Acquisition being hereinafter referred to as the “Effective Time”).

  • Learning levels among SC and ST children in MP were far below the general population.

  • Each of Parent, the Trust and Xx. Xxxxxx acknowledges and agrees that, for U.S. federal income tax purposes, the Combination Closing Issuance is intended to be treated as an issuance of stock by Parent pursuant to the “plan of reorganization” in the Merger Agreement and not as a separate transaction.

Related to Closing Issuance

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

  • Closing Transactions has the meaning set forth in Section 11.8(a)(i) of these Bylaws.

  • IPO Closing means the initial closing of the sale of the Class A Common Stock in the IPO.

  • Pre-Closing Reorganization has the meaning set forth in the Recitals.

  • IPO Closing Date means the closing date of the IPO.

  • Acquisition Shares means the shares of an Acquiring Fund to be issued to the corresponding Target Fund in a reorganization under this Agreement.

  • Conversion Shares Registration Statement means a registration statement that registers the resale of all Conversion Shares of the Holders, who shall be named as “selling stockholders” therein and meets the requirements of the Registration Rights Agreement.

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

  • Closing Merger Consideration has the meaning set forth in Section 2.02

  • Incremental Facility Closing Date has the meaning set forth in Section 2.14(d).

  • Acquisition Closing Date means the date on which the Acquisition is consummated.

  • Subsequent Financing Notice shall have the meaning ascribed to such term in Section 4.12(b).

  • Additional Closing has the meaning set forth in Section 2.3.

  • Second Closing Date means the date of the Second Closing.

  • Closing Notice Has the meaning specified in the NPA. Company: Has the meaning specified in the first paragraph of this Trust Supplement.

  • Applicable Closing Date Has the meaning specified in Section 5.01(b) of this Trust Supplement.

  • Additional Closing Date has the meaning set forth in Section 3.

  • Subsequent Financing shall have the meaning ascribed to such term in Section 4.12(a).

  • Shares Acquisition Date means the first date of public announcement (which, for purposes of this definition, shall include, without limitation, a report filed pursuant to Section 13(d) under the Exchange Act) by the Company or an Acquiring Person that an Acquiring Person has become such; provided that, if such Person is determined not to have become an Acquiring Person pursuant to Section 1(a) hereof, then no Shares Acquisition Date shall be deemed to have occurred.

  • Merger Closing Date the Closing Date (as defined in the Merger Agreement).

  • First Closing Date shall refer to the time and date of delivery of certificates for the Firm Shares and such Optional Shares). Any such time and date of delivery, if subsequent to the First Closing Date, is called an “Option Closing Date,” shall be determined by the Representatives and shall not be earlier than three or later than five full business days after delivery of such notice of exercise. If any Optional Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Optional Shares (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of Optional Shares to be purchased as the number of Firm Shares set forth on Schedule A opposite the name of such Underwriter bears to the total number of Firm Shares. The Representatives may cancel the option at any time prior to its expiration by giving written notice of such cancellation to the Company.

  • Put Closing Date shall have the meaning set forth in Section 2.3.8.

  • New Financing has the meaning specified in Section 2.04(a).

  • First Closing has the meaning set forth in Section 2.1(a).

  • Closing Deadline means the date and time specified on the RFP Cover Page or any Addenda issued by TO LIVE, as the date and time by which Proponents must submit their Proposal;

  • Amendment Closing Date means the first date that all the conditions precedent set forth in this Amendment are satisfied or waived in accordance herewith.