Closing Merger Consideration Shares definition

Closing Merger Consideration Shares means a number of shares of Parent Class A Common Stock equal to the sum of (a) 5,703,000 plus (b) the product, rounded down to the nearest whole share, of (i) the amount, if any, by which the Company’s Debt for Borrowed Money net of the Company’s Cash and Cash Equivalents at Closing is less than $14,970,000 and (ii) 0.10, minus (c) the product, rounded down to the nearest whole share, of (i) the amount, if any, by which the Company’s Debt for Borrowed Money net of the Company’s Cash and Cash Equivalents at Closing is greater than $14,970,000 and (ii) 0.10.
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Closing Merger Consideration Shares means the 17,500,000 shares of Parent Common Stock issuable pursuant to Section 3.5, subject to adjustment as provided in Section 3.8.
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Closing Merger Consideration Shares means 25,100,000 shares of Parent Common Stock;
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Examples of Closing Merger Consideration Shares in a sentence

  • Parent shall cause the Exchange Agent, pursuant to irrevocable instructions, to pay the applicable portion of the Closing Merger Consideration Shares out of the Exchange Fund in accordance with the Closing Consideration Spreadsheet and the other applicable provisions contained in this Agreement.

  • Any portion of the Exchange Fund relating to the Closing Merger Consideration Shares that remains undistributed to the Company Stockholders for two (2) years after the Effective Time shall be delivered to Parent, upon demand, and any Company Stockholders who have not theretofore complied with this Section 3.4 shall thereafter look only to Parent for their portion of the Closing Merger Consideration Shares.

  • On the Closing Date, Parent shall deposit, or shall cause to be deposited, with Continental Stock Transfer & Trust Company (the “Exchange Agent”) (i) for the benefit of the Company Stockholders, for exchange in accordance with this Article III, the Closing Merger Consideration Shares (such shares of Parent Class A Common Stock, the “Exchange Fund”).

  • The Closing Merger Consideration Shares and Contingent Merger Consideration Shares, when issued in accordance with this Agreement, will be duly authorized and validly issued, and will be fully paid and nonassessable.

  • For the purpose of clarification, the portion of the Closing Merger Consideration Shares payable to each Company Stockholder following such Person’s delivery of a properly completed and executed Letter of Transmittal shall consist of such Company Stockholder’s applicable portion of the Exchange Fund as set forth in the Closing Consideration Spreadsheet with respect to such Company Stockholder.


More Definitions of Closing Merger Consideration Shares

Closing Merger Consideration Shares means collectively, the aggregate number of shares of Parent Common Stock equal to (a) the sum of (i) the number of shares of Company Class A Common Stock that are issued and outstanding immediately prior to the Effective Time plus (ii) the number of shares of Company Class B Common Stock that are issued and outstanding immediately prior to the Effective Time, multiplied by (b) the Closing Exchange Ratio.
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Closing Merger Consideration Shares means the 17,500,000 shares of Parent Common Stock issuable pursuant toSection 3.5, subject to adjustment as provided in Section 3.8.
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Closing Merger Consideration Shares means collectively, (a) the aggregate number of shares of Parent Common Stock equal to the sum of the number of shares of (i) Company Class A Common Stock that are issued and outstanding immediately prior to the Effective Time, multiplied by the Closing Exchange Ratio, plus (ii) Company Class F Common Stock multiplied by the Closing Exchange Ratio (the “Closing Merger Consideration Common Shares”) and (b) an aggregate number of shares of Parent Preferred Stock equal to the aggregate number of shares of Parent Common Stock determined pursuant to clause (a)(ii) of this definition (the “Closing Merger Consideration Preferred Shares”).
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Closing Merger Consideration Shares means the sum of the Sigma Merger Consideration Shares and the Gamma Merger Consideration Shares.
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Closing Merger Consideration Shares means either (a) 9,480,567 shares of Acquiror Common Stock if the Company has obtained Unencumbered Subject Patent Rights in accordance with Section 1.4(b)(xix)(A), or (b) 5,700,000 shares of Acquiror Common Stock if the Company has obtained a Subject Patent Non-Exclusive License in accordance with Section 1.4(b)(xix)(B).
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Closing Merger Consideration Shares means 6,909,091 shares of Acquiror Common Stock.
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Closing Merger Consideration Shares means the number of shares of Parent Class A Common Stock equal to (a) $700,000,000, minus the G3 Tax Lien Amount if the G3 Tax Lien is not released prior to Closing in accordance with Section 7.5, divided by (b) $10.00.
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