Closing Holdings Shares definition

Closing Holdings Shares means the shares of Common Stock issuable to the Sellers upon the Closing and in accordance with the terms of the Definitive Agreement.
Sample 1
Closing Holdings Shares means a number of shares of Holdings Common Stock equal to (i) 29,500,000 shares of Holdings Common Stock, less (ii) the number of shares of Holdings Common Stock held by the Sellers or their Affiliates immediately prior to the Closing, plus (iii) the additional number of Holdings Common Stock required to be issued to the Sellers in accordance with Sections 2.2(c)(i), 2.2(d) and 2.2(e) hereof.
Sample 1

Examples of Closing Holdings Shares in a sentence

  • Also the number of assembled distinct viral genomes 10 to 200 times more than the number of true distinct viral genomes.

  • Except with respect to Allowable Registration Statements, and unless the Company receives the consent of each of (i) the holders of a majority-in-interest of the Closing Holdings Shares and (ii) the holders of a majority-in-interest of the Founder Shares, the Company shall not file any other Registration Statements until all Registrable Securities are registered pursuant to a Registration Statement that is declared effective by the Commission.

  • Upon the Closing, Schedule 1 to this Agreement shall be completed by the Company to reflect the number of Closing Holdings Shares, Founder Shares, Sponsor Warrants and Additional Closing Shares owned by the holders after giving effect to the transactions consummated at the Closing.

  • Each certificate representing the Closing Holdings Shares and each Promissory Note will be imprinted with a legend substantially in the following form: This ____ was originally issued on ________ _____, ______, and has not been registered under the Securities Act of 1933, as amended, or any state securities act, and may not be sold or transferred in the absence of such registration or qualification or an exemption therefrom under the securities act or any such state securities laws that may be applicable.

  • As consideration for the Contribution, at the Closing, Holdings shall (i) pay to the Sellers in accordance with Schedule 2.2(b) the Closing Cash Consideration by wire transfer or delivery of other immediately available funds and (ii) issue to the Sellers the Closing Holdings Shares and the Promissory Notes in accordance with Schedule 2.2(b).

Related to Closing Holdings Shares

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

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

  • 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.

  • Co-op Shares Shares issued by private non-profit housing corporations.

  • 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.

  • Key Holder Registrable Securities means (i) the shares of Common Stock held by the Key Holders, and (ii) any Common Stock issued as (or issuable upon the conversion or exercise of any warrant, right, or other security that is issued as) a dividend or other distribution with respect to, or in exchange for or in replacement of such shares.

  • Coop Shares Shares issued by a Cooperative Corporation.

  • Initial Shares means all of the outstanding shares of Common Stock issued prior to the consummation of the Company’s initial public offering.

  • Per Share Stock Consideration has the meaning set forth in Section 3.01(a)(i).

  • Initial Share Price for a Share means the Closing Price on the Exchange (or where such Exchange does not announce or publish a Closing Price, the last traded price, or, if necessary, the mid-market price) for that Share on the Initial Valuation Date, subject to adjustments that may be made pursuant to “DESCRIPTION OF THE NOTES – Adjustments and Exceptional Circumstances”.

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

  • PIPE Investors means those certain investors participating in the PIPE Investment pursuant to the Subscription Agreements.

  • SpinCo Shares means the shares of common stock, par value $0.01 per share, of SpinCo.

  • Previously Acquired Shares means shares of Common Stock that are already owned by the Participant or, with respect to any Incentive Award, that are to be issued upon the grant, exercise or vesting of such Incentive Award.

  • Stock Consideration has the meaning set forth in Section 2.01(c).

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

  • 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.

  • Principal Stockholders CERTAIN TRANSACTIONS," "DESCRIPTION OF SECURITIES," and "SHARES ELIGIBLE FOR FUTURE SALE" have been reviewed by such counsel, and insofar as they refer to statements of law, descriptions of statutes, licenses, rules or regulations or legal conclusions, are correct in all material respects;

  • Stockholder Group means the Stockholder and each Person (other than any member of the Company Group) that is an Affiliate of the Stockholder.

  • sweat equity shares means equity shares issued by a company to its employees or directors at a discount or for consideration other than cash for providing know-how or making available rights in the nature of intellectual property rights or value additions, by whatever name called;

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

  • Existing Stockholders means the WCAS Securityholders and their Affiliates.

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

  • Principal Stockholder Transferee means any Person who acquires voting stock of the Corporation from the Principal Stockholder (other than in connection with a public offering) and who is designated in writing by the Principal Stockholder as a “Principal Stockholder Transferee.”

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