Aggregate Closing Holdco Shares definition

Aggregate Closing Holdco Shares means the number of Holdco Common Shares equal to (a) 4,400,000 Holdco Common Shares (subject to adjustment as provided in Section 2.5 and Section 3.1(h)); minus (b) the quotient obtained by dividing (A) the sum of (i) Closing Adjustment Amount, plus (ii) the dollar amount specified in the definition of Representative Reimbursement Amount, by (B) the Signing Date Price; minus (c) the Escrowed Shares; provided, however, that in the event that either the CE Xxxx Milestone or the First-in-Man Milestone are achieved prior to the Closing Date, Holdco shall be required to make the CE Contingent Payment and the First-in-Man Contingent Payment at the Closing. For the avoidance of doubt, in no event shall Holdco be required to issue more than 4,400,000 Holdco Common Shares less the number of shares representing the Closing Adjustment Amount (subject to adjustment as provided in Section 2.5 and Section 3.1(h)) to the Participating Rights Holders and Founders at Closing, unless the CE Xxxx Milestone or the First-in-Man Milestone are achieved prior to the Closing Date.
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Related to Aggregate Closing Holdco Shares

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

  • Make-Whole Acquisition Stock Price means the consideration paid per share of Common Stock in a Make-Whole Acquisition. If such consideration consists only of cash, the Make-Whole Acquisition Stock Price shall equal the amount of cash paid per share of Common Stock. If such consideration consists of any property other than cash, the Make-Whole Acquisition Stock Price shall be the average of the Closing Price per share of Common Stock on each of the 10 consecutive Trading Days up to, but not including, the Make-Whole Acquisition Effective Date.

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

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

  • Shares Acquisition Date means the first date of public announcement by the Company or an Acquiring Person that an Acquiring Person has become such.

  • Option Closing Purchase Price shall have the meaning ascribed to such term in Section 2.2(b), which aggregate purchase price shall be net of the underwriting discounts and commissions.

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

  • Holdco Shares means the ordinary shares of HoldCo with a par value of US$0.0001 per share.

  • Second Closing has the meaning set forth in Section 2.2.

  • Purchaser Stock Price means, with respect to any Common Stock Fundamental Change, the average of the daily Closing Price for one share of the common stock received by holders of the Common Stock in such Common Stock Fundamental Change during the 10 Trading Days immediately prior to the date fixed for the determination of the holders of the Common Stock entitled to receive such common stock or, if there is no such date, prior to the date upon which the holders of the Common Stock shall have the right to receive such common stock.

  • Closing Stock Price means the Stock Price as of the last day of any Performance Measurement Period.

  • Purchaser Common Stock means the common stock, par value $0.01 per share, of Purchaser.

  • Aggregate Cash Consideration has the meaning set forth in Section 3.01(b)(ii).

  • Offer Closing Date has the meaning set forth in Section 1.01(f).

  • Per Share Purchase Price equals $1.00, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the date of this Agreement.

  • Cash Election Shares shall have the meaning set forth in Section 3.2.1.

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

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

  • Buyer Preferred Stock means the preferred stock, par value $0.001 per share, of Buyer.

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

  • Second Closing Date has the meaning set forth in Section 1.3.

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

  • Rollover Shares has the meaning given in the recitals.

  • Acquisition Closing Date means the “Closing Date” under and as defined in the Acquisition Agreement.