Closing Share Payment definition

Closing Share Payment has the meaning set forth in Section 2.02(a)(iii).
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Closing Share Payment means that number of Parent Shares equal to (i) (A) the Closing Merger Consideration, minus (B) the Closing Cash Payment, divided by (ii) the Parent Share Closing Price.
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Closing Share Payment has the meaning set forth in Section 2.4. “COBRA” has the meaning set forth in Section 3.22(b). “Code” means the Internal Revenue Code of 1986, as amended. “Company” has the meaning set forth in the introductory paragraph. “Company Articles” means the Articles of Incorporation of the Company filed with the Secretary of State of the State of California on July 21, 2003, as amended as of June 20, 2013. “Company Balance Sheet” has the meaning set forth in Section 3.7. “Company Balance Sheet Date” has the meaning set forth in Section 3.4(a). “Company Business” means the operation of the business of the Company as currently conducted. “Company Certificate” has the meaning set forth in Section 8.2(a)(vii). “Company Disclosure Schedule” has the meaning set forth in Section 3. “Company Employee Plans” has the meaning set forth in Section 3.22(a). “Company Financial Statements” has the meaning set forth in Section 3.4(a). “Company Intellectual Property” means the Company Owned Intellectual Property and the Company Licensed Intellectual Property. “Company Licensed Intellectual Property” means Intellectual Property owned by any Person other than the Company that (i) is licensed or sublicensed to the Company, (ii) for which the Company has received from such Person a release, waiver, permission, covenant not to xxx or assert or other immunity from suit, or (iii) such Person has undertaken an obligation to the Company to assert any Intellectual Property against one or more Persons prior to asserting such Intellectual Property against the Company or an obligation to exhaust remedies as to particular Intellectual Property against one or more Persons prior to seeking remedies against the Company.
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Examples of Closing Share Payment in a sentence

  • No fractional shares of Parent Common Stock will be issued as Closing Share Payment, and in lieu of any fraction of a share of Parent Common Stock that would otherwise be issuable pursuant to this Agreement such Seller shall be entitled to receive from Parent an amount in cash (rounded down to the nearest whole cent) equal to the product of (a) such fraction and (b) the 10-Day VWAP from the Put Option Date.

  • Such Seller understands that the shares of Common Stock to be issued as the Closing Share Payment have not been, nor will be, registered under the Securities Act of 1933, as amended (the “Securities Act”) by reason of a specific exemption from the registration provisions of the Securities Act.

  • At the Closing, the Parent shall deliver to the Shareholder the cash portion of the Merger Consideration, the Note and the portion of the Closing Share Payment issuable to the Shareholder pursuant to Section 2.2(a) hereof, in each case payable on the Closing Date, as provided in Section 2.3 hereof, and the Parent shall reimburse the Shareholder for the Shareholder Advance.

  • Until so surrendered, each such Certificate shall represent after the Effective Time, for all purposes, only the right to receive, without interest, a Pro Rata Portion of the Closing Share Payment, including any cash in lieu of fractional Parent Shares to be issued or paid in consideration therefor in accordance with, and any dividends or distributions to which such holder is entitled pursuant to, this Article II.

  • During the applicable Lock-Up Period, the Sellers will not, without the prior written consent of the Purchaser Parent (which consent may be withheld at the sole discretion of the Purchaser Parent), directly or indirectly offer, sell (including, without limitation, any short sale), assign, transfer, pledge, contract to sell, or otherwise dispose of, any of the shares of Common Stock issued as the Closing Share Payment.

  • The Shareholder shall be entitled to resale registration rights with respect to the shares of Parent Common Stock included in the Closing Share Payment pari passu with other senior executives of Parent and on the same terms and conditions granted to such executives.

  • The purchase price to be paid at the Closing for the Membership Interests (the “Closing Purchase Price”), subject to the terms of and as provided for in this Agreement, shall be equal to the Cash Payment minus the Loan Amount due and payable at the Closing (the “Closing Cash Payment”) plus the Closing Share Payment.

  • Assuming the accuracy of each Seller’s representations in Section 3.10, the shares of Common Stock issuable as the Closing Share Payment, when issued, sold and delivered by Purchaser Parent in accordance with the terms of this Agreement for the consideration set forth herein, will be duly and validly issued, fully paid, and nonassessable.

Related to Closing Share Payment

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

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

  • Share Payment means (a) a payment in the form of Shares, or (b) an option or other right to purchase Shares, as part of any bonus, deferred compensation or other arrangement, made in lieu of all or any portion of the compensation, granted pursuant to Article 8.

  • 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.

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

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

  • 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”.

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

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

  • Final 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 Final Valuation Date, subject to adjustments that may be made pursuant to “DESCRIPTION OF THE NOTES – Adjustments and Exceptional Circumstances”.

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

  • Common Stock Consideration has the meaning set forth in Section 1.6(b).

  • Closing Cash Consideration has the meaning set forth in Section 2.6(a)(i).

  • VWAP Purchase Share Estimate means the number of shares of Common Stock that the Company has in its sole discretion irrevocably instructed its Transfer Agent to issue to the Buyer via the Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program in connection with a VWAP Purchase Notice pursuant to Section 1(c) hereof and issued to the Buyer’s or its designee’s balance account with DTC through its Deposit Withdrawal At Custodian (DWAC) system on the VWAP Purchase Date (to be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction).

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

  • Closing Payment has the meaning set forth in Section 2.2(a).

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

  • Cash Amount means an amount of cash equal to the Value on the Valuation Date of the Shares Amount.

  • Earnout Consideration shall have the meaning specified in Section 2.03(b).

  • 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.

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

  • Cash Consideration has the meaning set forth in Section 2.2.

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

  • Per Share Merger Consideration has the meaning set forth in Section 3.1(a).

  • 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 has the meaning set forth in Section 2.2.