Company Closing Shares definition

Company Closing Shares means the aggregate number of shares of the Company Common Stock issued and outstanding immediately prior to the Effective Time. Notwithstanding the foregoing, except in connection with a stock split, stock dividend or other Recapitalization transaction approved by Parent, the Company Closing Shares will not exceed the number of shares outstanding on the Company Capitalization Date, plus any shares of Company Common Stock issued or issuable pursuant to duly exercised Company Stock Options outstanding on the date of this Agreement that are disclosed in Section 3.2(a)(ii).
Company Closing Shares has the meaning set forth in Section 2.08(c).
Company Closing Shares means the number of shares of Parent Common Stock equal to (i) the Company Closing Consideration, divided by (ii) the Alliqua Stock Value, rounded down to the nearest whole share.

Examples of Company Closing Shares in a sentence

  • To the extent that any amounts are so withheld by Parent, the Surviving Corporation or the Exchange Agent, as the case may be, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the Company Closing Shares in respect of which such deduction and withholding was made by Parent, the Surviving Corporation or the Exchange Agent, as the case may be, and, with respect to any such withholdings that are compensation, shall not be treated as a dividend.

  • Immediately prior to the Purchase Option Closing Date, the Company shall have sufficient authorized but unissued, freely transferable and nonassessable Company Common Stock or Alternate Closing Securities, as applicable, available, to satisfy its obligation to deliver the Company Closing Shares or Alternate Closing Securities, as applicable.

  • The value per share of the Company Closing Shares as of the date hereof has been determined by the Parties to equal $2.08 (the “Company Common Stock Valuation”).

  • Entering freshmen must have a 3.2 or higher cumulative high school GPA on a 4.0 scale and an ACT score of at least 24 or 1090 SAT (combined math and critical reading).

  • The value per share of the Company Closing Shares as of the date hereof has been determined by the Parties to equal $2.08 (the “Company Common Stock Valuation”).

  • Each of Parent, the Surviving Corporation and the Exchange Agent shall be entitled to and will deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any holder of Company Closing Shares such amounts, if any, as it is required to deduct and withhold with respect to the making of such payment under the Code or any provision of state, local or foreign Tax law, including any required withholding of excise taxes under Section 4999 of the Code.

Related to Company Closing Shares

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

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

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

  • Buyer Shares means the common stock, with a par value of $0.0001 per share, of Buyer.

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

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

  • Parent Shares means the shares of common stock, par value $1.00 per share, of Parent.

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

  • Second Closing has the meaning set forth in Section 2.2.

  • Company Share Plans mean (a) the Company’s Stock Related Award Incentive Plan of 1999, as amended; (b) the Company’s 2010 Stock Incentive Plan, as amended; and (c) the Company’s 2015 Stock Incentive Plan, as amended;

  • A Shares means shares issued by companies incorporated in the PRC and listed on the SSE or the SZSE, traded in RMB and available for investment by domestic investors through Stock Connect.

  • Subsequent Closing has the meaning set forth in Section 3.2.

  • Consideration Shares shall have the meaning set forth in Section 2.7(c).

  • Initial Merger Consideration has the meaning set forth in Section 2.2(a).

  • Parent Warrants shall have the meaning assigned to it in Section 1.7(c) hereof.

  • Company Share means one share of common stock of the Company, $0.01 par value per share.

  • 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.

  • Coop Shares Shares issued by a Cooperative Corporation.

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

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

  • First Closing has the meaning set forth in Section 2.1(a).

  • Company Shareholders means the registered or beneficial holders of the Company Shares, as the context requires;

  • Buyer Preferred Stock means the preferred stock, par value $0.001 per share, of Buyer.

  • Merger Closing shall have the meaning set forth in Section 2.2.

  • Buyer Stock means the common stock, par value $0.0001 per share, of Buyer.