Examples of Closing Stock Consideration in a sentence
Further, the amount of any tax receivables (which have been confirmed by the Finnish Tax Administration as refundable or creditable to Wolt) of value-added taxes arising with respect to Wolt’s transaction costs will be taken into account when computing the amount of the Consideration Adjustments and hence also the amount of the Per Share Closing Stock Consideration.
To the extent Closing Stock Consideration is issued as consideration hereunder, the Closing Stock Consideration will be issued in compliance with all applicable securities Legal Requirements and other applicable Legal Requirements, in each case in all material respects.
The Closing Stock Consideration and the Contingent Consideration (if payable in Parent Stock) when issued and delivered by Parent in accordance with the terms of this Agreement, will be duly authorized and validly issued, fully paid and non-assessable and free and clear of any Encumbrances (other than transfer restrictions under U.S. federal and state securities laws and under the Investor Rights Agreement and the Escrow Agreement).
Each Seller and each Affiliate designated by a Seller to receive the Closing Stock Consideration is not a U.S. Person (as defined in Rule 902(k) promulgated under the Securities Act) (each Seller and each such Affiliate, a “Non-U.S. Recipient”).
Due to the situation we were in after Russia stopped supplying natural gas to Ukraine and the (consequent) inability to transport it to European countries, there was an urgent need for the members of Government to be informed of the progress for negotiations in which [Tymoshenko], the Prime Minister of Ukraine, and the management of Naftogaz were taking part in, in Moscow.