Closing Equity Consideration definition

Closing Equity Consideration means the (a) the aggregate equity consideration payable under the Business Combination Agreement, consisting of shares of Class A Common Stock (valued at $10.00 per share), RSUs and Class C Common Stock, and (b) the aggregate S1 Holdco Class B Units retained by System1 Equityholders at the Closing (valued at $10.00 per share), which together amount to approximately $667,500,000.

Closing Equity Consideration means an amount equal to (a) the Closing Consideration, multiplied by (b) a fraction, the numerator of which is $292,500,000 and the denominator of which is the Enterprise Value.

Closing Equity Consideration means 493,254 Parent Shares.

Examples of Closing Equity Consideration in a sentence

• Upon and subject to the terms herein, at Closing, Buyer will issue and deliver to Seller, in Seller’s name, in book entry, the Closing Equity Consideration set forth in Schedule 1 attached hereto, free and clear of all Encumbrances (other than those arising under securities laws and pursuant to the Lock-up Letter).

• Upon and subject to the terms herein, Buyer will issue to Seller the Closing Equity Consideration pursuant to Section 2.2 as consideration for the Sale Stock and the Warrant Assignment.

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• Upon and subject to the terms herein, Buyer will issue to each Seller the Closing Equity Consideration pursuant to Section 2.2 as consideration for the Sale Stock of such Seller.

• At Closing, Buyer will deliver, or cause to be delivered, a copy of the register of members of Buyer duly certified by an authorized director or officer of Buyer, dated as of the Closing Date, evidencing that the Closing Equity Consideration has been issued pursuant to Section 2.2. 7.4 Termination of Agreement.

More Definitions of Closing Equity Consideration

Closing Equity Consideration. 1,037,000 shares of Purchaser Common Stock; provided, that if the Fully-Diluted Equity increases or decreases between the date of this Agreement and the Closing, the number of shares of Purchaser Common Stock which constitute the Closing Equity Consideration shall be increased or decreased, as applicable, by multiplying (x) the number of shares by which the Fully-Diluted Equity has increased or decreased by (y) 7.386%.

Closing Equity Consideration means a number of validly issued, fully paid and non-assessable shares of Buyer Common Stock determined by dividing (a) $6,480,000 by (b) the Buyer Stock Price.

Closing Equity Consideration means such amount of shares equal to the Equity Consideration, less the Indemnification Escrow Amount and less the Adjustment Escrow Amount.

Closing Equity Consideration has the meaning set forth in Section 3.1(a)(i).

Closing Equity Consideration means such number of FOAEC Units equal to (a) the Equity Consideration less (b) the Indemnity Holdback Units. “COBRA” means the health plan coverage continuation requirements of Section 4980B of the Code and Section 601 et seq. of ERISA. “Code” means the Internal Revenue Code of 1986, as amended. “Competing Transaction” has the meaning specified in Section 6.2. “Confidential Information” has the meaning specified in Section 6.6(a). “Consideration” has the meaning specified in Section 2.5. “Contingent Equity Consideration” means such number of FOAEC Units equal to (a) the Closing Equity Consideration less (b) the Equity Consideration Cap.

Closing Equity Consideration means the number of AMH Units to be issued to ARC on the Closing Date, calculated in accordance with the allocation methodology set forth in Schedule E, provided that the sum of the value of the Closing Equity Consideration plus the aggregate stated amount of the Closing Installment Notes will equal $160,200,000, provided further, that if at any time when the number of Apollo RSUs is reduced by any forfeiture, the sum of the value of the Closing Equity Consideration and stated amount of the Closing Installment Notes shall be increased retroactively by the value of the Apollo RSUs so forfeited, calculated in accordance with the allocation methodology set forth in Schedule E.

Closing Equity Consideration means the number of shares of Parent Common Stock equal to the Merger Consideration Shares, minus the Indemnity Escrow Shares and minus the Adjustment Escrow Shares.