Equity Consideration definition

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

Equity Consideration has the meaning set forth in Section 5.1(b)(iii).

Equity Consideration has the meaning set forth in Article 2.

Examples of Equity Consideration in a sentence

• Seller will acquire good and valid marketable title to all of the Equity Consideration and the Warrant, free and clear of any Lien.

• The Merger Agreement provides for post-Closing adjustments to the proceeds deliverable in connection with the Closing to the extent that the actual amounts of indebtedness, transaction expenses, cash or working capital are greater or less than the amounts included in the Estimated Closing Equity Consideration (defined below) calculated prior to Closing.

• The issuance and sale of Equity Consideration and Warrant pursuant to this Agreement will not be subject to or give rise to any preemptive rights or rights of first refusal.

• The Equity Consideration and the Warrant to be issued and delivered to Seller pursuant to this Agreement have been duly authorized and upon issuance shall be validly issued, fully paid and nonassessable and issued in compliance with all applicable federal and state securities laws.

• The Equity Consideration will be freely transferable by Seller pursuant to Rule 144 of the Securities Act, subject to a six-month holding period by Seller following the Closing.

More Definitions of Equity Consideration

Equity Consideration has the meaning set forth in Section 2.02(a).

Equity Consideration shall have the meaning specified in Section 2.1.

Equity Consideration means the number of shares of common stock, ordinary shares or other units of common equity, if any, in each case listed on an Exchange described in clause (i) of the definition thereof, that a holder of Ordinary Shares receives or is entitled to receive in a Fundamental Transaction with respect to or in exchange for each Ordinary Share held by such holder immediately prior to the consummation of the Fundamental Transaction.

Equity Consideration shall have the meaning specified in Section 3.1.

Equity Consideration has the meaning assigned to such term in Section 1.3(a).

Equity Consideration means, with respect to any Acquisition, as at the date of consummation of such Acquisition, the Equity Interests of the Borrower or any of its Subsidiaries to be transferred as consideration in connection with such Acquisition. For purposes of determining the Equity Consideration for any transaction, the Equity Interests of the Borrower shall be valued in accordance with GAAP.

Equity Consideration means common shares of the Company issued to the Sellers equal in value to the Transaction Consideration minus the Cash Consideration.