Escrowed Stock Consideration definition

Escrowed Stock Consideration shall have the meaning set forth in Section 3.1(b) hereof.
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Escrowed Stock Consideration shall have the meaning set forth in ---------------------------- Section 1.4.
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Escrowed Stock Consideration means a number of shares of Parent Common Stock equal to (a) the Escrow Amount, divided by (b) the Closing VWAP, rounded up or down to the nearest whole share.
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Examples of Escrowed Stock Consideration in a sentence

  • MSLP shall have an irrevocable right and option (the “Escrow Option”) to purchase at any time or from time to time during the Escrow Period all of any portion of the Escrowed Stock Consideration at a purchase price of $10.00 per share in cash or immediately available funds (the “Escrow Option Proceeds”).

  • Upon termination of the Escrow Period, any remaining Escrowed Stock Consideration shall be promptly transmitted to BZNE.

  • At Closing, the Sellers shall receive their respective pro rata shares of the Cash Consideration and the Stock Consideration (less the Escrowed Stock Consideration) as set forth in Schedule 2.2(a).

  • The Escrowed Stock Consideration shall be validly issued, fully paid and outstanding shares of Parent.

  • The Closing Stock Consideration and the Escrowed Stock Consideration, when issued in accordance with the terms of this Agreement, will be duly authorized, validly issued, fully paid and non-assessable and not subject to any preemptive rights and issued in compliance with all applicable securities laws and all other Applicable Laws.

  • The Manager Cash ------------------------- Consideration, the Manager Stock Consideration and the Escrowed Stock Consideration shall be allocated among the Manager Sellers, as set forth on Schedule 1.4 hereto.

  • Parent will, promptly upon receipt thereof, deliver to the Surviving Corporation surrendered Certificates received by it, and, within five (5) Business Days after the 180th day following the Closing Date, return to the Surviving Corporation any portion of the consideration remaining to be paid to Stockholders pursuant to this Article II (other than any Escrowed Stock Consideration) who have not yet surrendered their Certificates and any other funds that are to be paid to Stockholders.

  • The Closing Stock Consideration and the Escrowed Stock Consideration, when issued in accordance with the terms of this Agreement, shall have been duly authorized and validly issued and fully paid, non-assessable and not subject to any preemptive rights and issued in compliance with all applicable securities laws and all other Applicable Laws.

  • Within the Ministry of Agriculture, these functions are carried out by the Department of Crops, Department of Agricultural Research, and Department of Livestock Services.3.55.

  • The Closing Stock Consideration and the Escrowed Stock Consideration, when issued in accordance with the terms of this Agreement, will be duly authorized, validly issued, fully paid and non assessable and not subject to any preemptive rights and issued in compliance with all applicable securities laws and all other Applicable Laws.


More Definitions of Escrowed Stock Consideration

Escrowed Stock Consideration has the meaning set forth in Section 1.4(a).
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Escrowed Stock Consideration shall have the meaning set forth in Section 2.2(b) hereof.
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Escrowed Stock Consideration means that number of shares of Parent Common Stock equal to the quotient of $937,500 divided by the Parent Stock Per Share Price, rounded to the nearest whole share.
Sample 1

Related to Escrowed Stock Consideration

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

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

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

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

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

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

  • Escrowed Shares has the meaning set forth in Section 2.4.

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

  • Per Share Consideration means (i) if the consideration paid to holders of the Common Stock consists exclusively of cash, the amount of such cash per share of Common Stock, and (ii) in all other cases, the volume weighted average price of the Common Stock as reported during the ten (10) trading day period ending on the trading day prior to the effective date of the applicable event. If any reclassification or reorganization also results in a change in shares of Common Stock covered by subsection 4.1.1, then such adjustment shall be made pursuant to subsection 4.1.1 or Sections 4.2, 4.3 and this Section 4.4. The provisions of this Section 4.4 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers. In no event will the Warrant Price be reduced to less than the par value per share issuable upon exercise of the Warrant.

  • Share Consideration has the meaning given to it in Section 2.2;

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

  • Exchangeable Share Consideration has the meaning provided in the Exchangeable Share Provisions;

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

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

  • Cash Merger Consideration has the meaning set forth in Section 2.9(a).

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

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

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

  • Earnout Consideration has the meaning specified in Section 2.08(a).

  • Acquisition Consideration means the purchase consideration for any Permitted Acquisition and all other payments by Holdings or any of its Subsidiaries in exchange for, or as part of, or in connection with, any Permitted Acquisition, whether paid in cash or by exchange of Equity Interests or of properties or otherwise and whether payable at or prior to the consummation of such Permitted Acquisition or deferred for payment at any future time, whether or not any such future payment is subject to the occurrence of any contingency, and includes any and all payments representing the purchase price and any assumptions of Indebtedness, “earn-outs” and other agreements to make any payment the amount of which is, or the terms of payment of which are, in any respect subject to or contingent upon the revenues, income, cash flow or profits (or the like) of any person or business; provided that any such future payment that is subject to a contingency shall be considered Acquisition Consideration only to the extent of the reserve, if any, required under GAAP at the time of such sale to be established in respect thereof by Holdings or any of its Subsidiaries.

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

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

  • Final Merger Consideration has the meaning set forth in Section 2.10(b)(ii)(D).

  • Exchange Consideration shall have the meaning set forth in Section 11(b)(i).

  • Transaction Consideration has the meaning set forth in Section 11.7 hereof.

  • Purchase Consideration means the aggregate net cash proceeds received by the Company or Specialty Foods Corporation ("SFC") (after deducting all fees and expenses incurred by the Company, SFC and/or their respective affiliates in connection with the Sale). By way of example, if the Purchase Consideration equaled $500,000,000, your Sale Bonus would be $500,000. The Sale Bonus shall be paid to you within three (3) months of the completion of the Sale.