Deducted Closing Holdco Shares definition

Deducted Closing Holdco Shares means the Founders’ Portion of the Aggregate Closing Holdco Shares.
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Examples of Deducted Closing Holdco Shares in a sentence

  • At the ISR Effective Time, Holdco shall, on behalf of Valor, deliver and issue the Deducted Closing Holdco Shares and the Deducted Warrants to the Founders, on a pro rata basis based on each such Founder’s ownership percentage as of immediately prior to the ISR Effective Time of all Interests in Mitral (on a fully diluted basis) outstanding as of immediately prior to the ISR Effective Time.

Related to Deducted Closing Holdco Shares

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

  • Make-Whole Acquisition Stock Price means the price paid per share of Common Stock in the event of a Make-Whole Acquisition. If the holders of shares of Common Stock receive only cash in the Make-Whole Acquisition in a single per-share amount, other than with respect to appraisal and similar rights, the Make-Whole Acquisition Stock Price shall be the cash amount paid per share of Common Stock. For purposes of the preceding sentence as applied to a Make-Whole Acquisition of the type set forth in clause (a) of the definition Make-Whole Acquisition, a single price per share of Common Stock shall be deemed to have been paid only if the transaction or transactions that caused the Make-Whole Acquisition to occur was a tender offer for more than 50% of the then-outstanding Common Stock. Otherwise, the Make-Whole Acquisition Stock Price shall be the average of the Closing Price per share of Common Stock on the ten Trading Days up to, but not including, the Make-Whole Acquisition Effective Date.

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

  • Holdco Shares means the ordinary shares of HoldCo with a par value of US$0.0001 per share.

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

  • Co-op Shares Shares issued by private non-profit housing corporations.

  • Shares Acquisition Date means the first date of public announcement (which, for purposes of this definition, shall include, without limitation, a report filed pursuant to Section 13(d) under the Exchange Act) by the Company or an Acquiring Person that an Acquiring Person has become such; provided that, if such Person is determined not to have become an Acquiring Person pursuant to Section 1(a) hereof, then no Shares Acquisition Date shall be deemed to have occurred.

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

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

  • Cash Election Shares shall have the meaning set forth in Section 3.2.1.

  • 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.

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

  • 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.

  • Pre-Closing Taxable Period means any taxable period ending on or before the Effective Time and that portion of any taxable period beginning before and ending after the Effective Time that ends on the Effective Time.

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

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

  • Previously Acquired Shares means shares of Common Stock that are already owned by the Participant or, with respect to any Incentive Award, that are to be issued upon the grant, exercise or vesting of such Incentive Award.

  • Purchaser Common Stock means the common stock, par value $0.01 per share, of Purchaser.

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

  • SpinCo Shares means the shares of common stock, par value $0.01 per share, of SpinCo.

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

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

  • Fully Adjusted Regular Purchase Share Limit means, with respect to any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction from and after the date of this Agreement, the Regular Purchase Share Limit (as defined in Section 2(a) hereof) in effect on the applicable date of determination, after giving effect to the full proportionate adjustment thereto made pursuant to Section 2(a) hereof for or in respect of such reorganization, recapitalization, non-cash dividend, stock split or other similar transaction.

  • Aggregate Merger Consideration has the meaning set forth in Section 2.1(a).

  • Second Closing Date means the date of the Second Closing.

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