Closing Date Shares definition

Closing Date Shares has the meaning set forth in Section 2.4(a);

Closing Date Shares has the meaning assigned to that term in Section 2.2(a).

Closing Date Shares means all Shares issued and outstanding immediately prior to the Closing.

Examples of Closing Date Shares in a sentence

• AzERx, by approval and execution of this Agreement, hereby agrees to assume the risk of investment in OrthoLogic Common Stock in light of the future events described in this Section 9.5 and the effects such events will have on the price of the Closing Date Shares received pursuant to this Agreement.

• OrthoLogic agrees that neither it, nor anyone acting on its behalf, shall offer to sell the Closing Date Shares or any other securities of OrthoLogic so as to require the registration of the Closing Date Shares pursuant to the provisions of the Securities Act or any state securities or “blue sky” laws, unless such Closing Date Shares or other securities are so registered.

• Notwithstanding any provision of this Agreement to the contrary, except in the case of fraud, willful misconduct or active concealment, the liability of any Party under this ARTICLE VII shall not exceed an amount equal to the escrow fund maintained pursuant to the Escrow Agreement (for which purpose the Closing Date Shares shall be valued at the Closing Date Stock Price).

More Definitions of Closing Date Shares

Closing Date Shares means the shares of Company Common Stock issued to the Investors as of the Closing under the Purchase Agreement (net of any shares of Company Common Stock returned to the Company pursuant to an Escrow Release), and any securities issued in respect thereof, or in substitution therefor, in connection with any stock split, dividend, spin-off or combination, or any reclassification, recapitalization, merger consolidation, exchange or other similar reorganization or business combination.

Closing Date Shares shall have the meaning ascribed thereto in the Recitals.

Closing Date Shares means the total number of common shares of the Company issued and outstanding immediately prior to the Effective Time.

Closing Date Shares means that number of Parent Common Shares equal to (i) 9,000,000 (with appropriate adjustments thereto in the event of any stock splits, stock combinations, stock dividends, recapitalizations or other similar transaction in Parent Common Stock after the date hereof and prior to the Effective Time), minus (ii) the Escrow Shares, minus (iii) the Reserved Shares, minus (iv) the Reduction Shares, if any."

Closing Date Shares has the meaning set forth in Section 2.4(b). “Closing Date Stock Price” shall mean the average closing sale price of OrthoLogic’s common stock as reported by the Nasdaq National Market for the 15 trading days immediately preceding the Closing Date. “Code” means the Internal Revenue Code of 1986, as amended. “Consent Action” shall have the meaning set forth in Section 5.8. “DEA” means the United States Drug Enforcement Administration. 2

Closing Date Shares is defined in Section 1.5(b).

Closing Date Shares shall have the meaning set forth in PARAGRAPH 1 of the Recitals to this Agreement. Company shall have the meaning set forth in PARAGRAPH 1 of the Recitals of this Agreement.