Closing Seller Equity Consideration definition

Closing Seller Equity Consideration means a number of shares of Class A common stock and New Fathom Units (together with one share of Class B common stock to be issued at par value for cash in respect of each New Fathom Units), to be allocated as set forth on the Allocation Schedule (as defined in the Business Combination Agreement), in an aggregate number (rounded up to the nearest whole share) equal to the quotient of (i) the result of (A) $1,200,000,000 minus (B) the Closing Cash Consideration divided by (ii) $10.00.
Closing Seller Equity Consideration means a number of shares of Company Class A Common Stock and New Tempo Class A Units (together with one share of Company Class V Common Stock to be issued in respect of each New Tempo Class A Unit), to be allocated as set forth on the Allocation Schedule, in an aggregate number (rounded up to the nearest whole share) equal to (i) 226,663,750, plus (ii) the quotient obtained by dividing the Redemption Offset Amount by $10.00.
Closing Seller Equity Consideration means a number of shares of Company Class A common stock and Class A Units (together with one share of Company Class B common stock to be issued in respect of each Class A Unit), to be allocated as set forth on the Allocation Schedule, equal to

Examples of Closing Seller Equity Consideration in a sentence

  • The total consideration to be paid to the Fathom Blocker Owners and the Continuing Fathom Unitholders at the Closing shall equal the aggregate of (w) the Closing Cash Consideration, (x) the Closing Seller Equity Consideration and (y) the Fathom Earnout Consideration (together, the “Fathom Consideration”).

  • As promptly as practicable following the Execution Date, to the extent reasonably agreed by Fathom and Altimar, Fathom and Altimar will cooperate to take such actions as may be necessary to facilitate the delivery of Closing Seller Equity Consideration and Fathom Earnout Consideration to any current or former Fathom employee in a manner compliant with applicable Law.

  • None of the Company Warrants have been exercised and no shares of Company Class A common stock reserved for issuance under the Omnibus Incentive Plan have been issued, other than shares of Company Class A common stock issued as part of the Closing Seller Equity Consideration in respect of unvested class B units or class A-1 units of Tempo Holdings that remain unvested as of the Closing and are subject to the terms of the Omnibus Incentive Plan.

  • Eligible project implementation modalities: The GIF can support projects that will be primarily implemented by private-lyoperated entities (as under uabPlic-PrivatePartnershipmodality), or by public sector entities operating on a commercial basis, provided in both cases that they are providing infrastructure as a public service (i.e., to multiple users), and that the project has strong potential to achieve financial viabilitynad sustainability and to attract lo-ntegrm private capital.


More Definitions of Closing Seller Equity Consideration

Closing Seller Equity Consideration means (a) (i) a number of shares of Trebia Class A Common Stock and Trebia RSUs, in an aggregate number (rounded up to the nearest whole share) as set forth on the Allocation Schedule, plus (ii) the number of shares of Trebia Class A Common Stock determined by dividing the Protected Backstop Amount (if any) by $10.00, plus (iii) a number of shares of Trebia Class A Common Stock equal to the Founder Shares Forfeited to S1/Protected (as defined in the Sponsor Agreement) (if any) and (b) shares of Trebia Class C Common Stock to be issued in respect of each retained New S1 Holdco Class B Unit in an aggregate number (rounded up to the nearest whole share) as set forth on the Allocation Schedule (in each case, which shall be allocated as set forth on the Allocation Schedule).
Closing Seller Equity Consideration means (a) (i) a number of shares of Class A Common Stock and RSUs, in an aggregate number (rounded up to the nearest whole share) as set forth on the Allocation Schedule attached to the Business Combination Agreement, plus (ii) the number of shares of Class A Common Stock determined by dividing the Protected Rollover Parties’ portion of the Seller Backstop Amount, as set forth in the Allocation Schedule attached to the Business Combination Agreement (if any) by $10.00, plus (iii) a number of shares of
Closing Seller Equity Consideration means a number of shares of Class A common stock and New Fathom Units (together with one share of Class B common stock to be issued at par value for cash in respect of each New Fathom Units), to be allocated as set forth on the Allocation Schedule (as defined in the Business Combination Agreement), in an aggregate number (rounded up to the nearest whole share) equal to (a) the quotient of (i) the result of (A) $1,200,000,000 minus (B) the Closing Cash Consideration divided by (ii) $10.00 plus (b) 1,293,750, in each case of clauses (a) and (b), to be allocated as set forth on the Allocation Schedule.

Related to Closing Seller Equity Consideration

  • Closing Consideration shall have the meaning set forth in Section 2.1(b).

  • Equity Consideration has the meaning set forth in Section 2.3(b)(ii).

  • Closing Stock Price means the Stock Price as of the last day of any Performance Measurement Period.

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

  • Closing Purchase Price shall have the meaning ascribed to such term in Section 2.1(b), which aggregate purchase price shall be net of the underwriting discounts and commissions.

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

  • 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.

  • Closing Cash Consideration has the meaning set forth in Section 2.02.

  • Sale Consideration means the value of the H-1 Bid and accepted and approved by BSNL for the Said Land Parcel in its Acceptance Letter.

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

  • Cash Purchase Price has the meaning set forth in Section 2.1(b).

  • 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.

  • Closing Cash Amount shall have the meaning set forth in Section 2.8(b).

  • 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.

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

  • Per Share Purchase Price equals $1.00, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the date of this Agreement.

  • Earn-Out Consideration is defined in Section 2.5(c).

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

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

  • Cash Amount means an amount of cash per Partnership Unit equal to the value of one share of Common Stock as determined under the applicable Exchange Rights Agreement on the Valuation Date of the Common Stock Amount.

  • Share Purchase Price shall have the meaning ascribed to such term in Section 2.1(b).

  • Acquisition Consideration means the purchase consideration for any Permitted Acquisition and all other payments by Borrower or any of its Subsidiaries in exchange for, or as part of, or in connection with, any Permitted Acquisition, whether paid in cash or by exchange of Equity Interests or of properties or otherwise and whether payable at or prior to the consummation of such Permitted Acquisition or deferred for payment at any future time, whether or not any such future payment is subject to the occurrence of any contingency, and includes any and all payments representing the purchase price and any assumptions of Indebtedness, “earn-outs” and other agreements to make any payment the amount of which is, or the terms of payment of which are, in any respect subject to or contingent upon the revenues, income, cash flow or profits (or the like) of any person or business; provided that any such future payment that is subject to a contingency shall be considered Acquisition Consideration only to the extent of the reserve, if any, required under GAAP at the time of such sale to be established in respect thereof by Borrower or any of its Subsidiaries.

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

  • Closing Cash Payment has the meaning set forth in Section 2.06(a).

  • Earnout Consideration has the meaning set forth in Section 2.6 below.

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