Buyer Closing Shares definition

Buyer Closing Shares means (a) the shares of Buyer Common Stock issuable as the Transaction Consideration, minus (b) the Buyer Holdback Shares.
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Buyer Closing Shares has the meaning set forth in Section 2.3(a).
Sample 1

Examples of Buyer Closing Shares in a sentence

  • The Seller further agrees that the limited liability company shall not distribute, transfer or assign the Buyer Closing Shares or the Buyer Holdback Shares to its members except in compliance with applicable law and before the earliest to occur of (a) the date six (6) months after the Closing Date, (b) the Sale of the Buyer and (c) an Initial Public Offering.

  • Ron, of course, was pleased to add the title of 'Hollywood scriptwriter' to his ever increasing roll-call of notable accomplishments and he would soon be claiming screenwriting credit for a number of successful movies, among them John Ford's classic, Stagecoach,[8] and The Plainsman, starring Gary Cooper.

  • The Seller understands that no public market now exists for the Buyer Closing Shares or the Buyer Holdback Shares, and that the Buyer has made no assurances that a public market will ever exist for the Buyer Closing Shares or the Buyer Holdback Shares.

  • The certificates representing the Buyer Closing Shares and the Buyer Holdback Shares will bear the following legend: “THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF.

  • The Seller acknowledges that the Company has no obligation to register or qualify the Buyer Closing Shares or the Buyer Holdback Shares for resale.

  • The Seller further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Buyer Closing Shares and the Buyer Holdback Shares, and on requirements relating to the Buyer which are outside of the Seller’s control, and which the Buyer is under no obligation and may not be able to satisfy.

  • Author: Lynn Sharp, Associate Director, Institutional Services Statutory Authority: Alabama State Plan for Medical Assistance (hereinafter State Plan), Section 2.1(c), attachment 2.1­A; Social Security Act, Title XIX, Section 1903(m)(2)(B); 42 C.F.R. Section 434.26, Section 434.6; Civil Rights Act of 1964, Titles VI and VII, as amended.

  • Buyer will issue 13.75 Buyer Closing Shares to each Seller and 8.33 Buyer Closing Shares to Redacted [Private Identifying Information].

  • As to Redacted [Private Identifying Information], upon consummation of the Business Combination such Buyer Closing Shares will be exchanged for 1,666,666.33 shares of Issuer’s common stock.

  • The Buyer Closing Shares shall bear such restrictive legends as are required under applicable Law." Except as amended by this letter agreement, the Agreement shall otherwise remain in full force and effect and the parties hereby jointly and individually, ratify and reaffirm the terms, covenants, representations, warranties and conditions thereof.

Related to Buyer Closing Shares

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

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

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

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

  • 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.

  • Seller Shares means all shares of Common Stock of the Company owned as of the date hereof or hereafter acquired by a Common Holder, as adjusted for any stock splits, stock dividends, combinations, subdivisions, recapitalizations and the like.

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

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

  • Merger Closing shall have the meaning set forth in Section 2.2.

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

  • Subsequent Closing has the meaning set forth in Section 3.2.

  • Sold Shares shall have the meaning specified in Section 6.

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

  • Buyer Stock means the common stock, par value $0.0001 per share, of Buyer.

  • Third Closing shall have the meaning ascribed to such term in Section 2.1(c).

  • Buyer Closing Certificate has the meaning set forth in Section 7.03(d).

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

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

  • Earn-Out Shares has the meaning provided in Section 2.2(b).

  • Acquired Shares has the meaning set forth in the Recitals.

  • Initial Closing shall have the meaning ascribed to such term in Section 2.1.

  • Purchased Stock means a right to purchase Common Stock granted pursuant to Article IV of the Plan.

  • Target Shares means the common shares in the capital of Target;

  • Purchaser Shares means the common shares in the capital of the Purchaser.

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

  • Consideration Shares shall have the meaning set forth in Section 2.7(c).