Exchange Agreement Consideration definition

Exchange Agreement Consideration means the ‘Exchange Consideration’ as defined in the Exchange Agreement.
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Exchange Agreement Consideration means an amount equal to (i) the aggregate number of Subordinate Voting Shares issued by the Company under the Exchange Agreement multiplied by the VWAP, plus (ii) the aggregate principal amount of notes issued by the Company under the Exchange Agreement.
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Examples of Exchange Agreement Consideration in a sentence

  • As soon as practicable, but not later than ninety (90) days following the Closing Date, the Company shall prepare in good faith and deliver to the Stockholder Representative a schedule (the “Closing Schedule”) setting forth the Company’s good faith calculation of the Working Capital Amount, the Effective Time Indebtedness, the Exchange Agreement Consideration, the aggregate amount of all Transaction Expenses and the resulting calculation of the Purchase Price.

  • At the Effective Time, the Surviving Corporation shall issue 900 newly issued, fully paid and non-assessable shares of common stock to the Company as consideration for the Company assuming the obligations under this Agreement to deliver and issue, at the Effective Time, the Exchange Agreement Consideration, Navy LOC Securities, Per Share Common Stock Merger Consideration, Per Share Series A Merger Consideration, Per Share Series Seed Merger Consideration, the Merger Warrants and the Merger Notes.

Related to Exchange Agreement Consideration

  • Exchange Agreement has the meaning set forth in the Recitals.

  • Exchange Agreements means the GSK Exchange Agreement, the Pfizer Exchange Agreement and the SLP Exchange Agreement;

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

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

  • Acquisition Consideration means the purchase consideration for any Permitted Acquisition and all other payments by Borrower 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 Borrower or any of its Subsidiaries.

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

  • Exchange Agent Agreement has the meaning set forth in Section 2.5(a).

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

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

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

  • Share Exchange Agreement has the meaning specified in the Recitals.

  • Earnout Consideration has the meaning set forth in Section 2.6 below.

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

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

  • Initial Consideration shall have the meaning set forth in Section 5.01.

  • Net Consideration means “net consideration” as defined in Regulation Section 1.848-2(f));

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

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

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

  • Common Stock Purchase Agreement means an agreement among the Investor and/or PJC, Emergent and any Convertible Note Holder who accepts and exchanges all of its Convertible Notes in the Convertible Note Exchange Offer and elects to participate, substantially in the form attached hereto as Exhibit A, pursuant to which Emergent will issue and sell (a) to the Investor and/or PJC, in the aggregate, 75,000,000 Shares at a price of $0.20 per share, and (b) to any Convertible Note Holder who accepts and exchanges all of its Convertible Notes in the Convertible Note Exchange Offer that so requests, for every $1,000.00 of principal amount of Convertible Notes that it tenders into the Convertible Note Exchange Offer, 500 Shares at a price of $0.20 per share; provided, that the aggregate maximum number of Shares to be so issued and sold to the Convertible Note Holders who accept and exchange all of their Convertible Notes in the Convertible Note Exchange Offer pursuant to the Common Stock Purchase Agreement shall not exceed 40,000,000.

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

  • Alternate VRDP Shares Purchase Agreement means any agreement with a successor liquidity provider replacing the VRDP Shares Purchase Agreement (or any replacement therefor) upon its termination in accordance with its terms and containing a Purchase Obligation substantially similar to the Purchase Obligation therein, as determined by the Fund.

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

  • Contract Consideration has the meaning set forth in the definition of “Excess Cash Flow.”

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

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