Escrowed Shares has the meaning set forth in Section 2.4.
Closing Shares shall have the meaning ascribed to such term in Section 2.1(a)(i).
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.
Earn-Out Shares has the meaning provided in Section 2.2(b).
Remaining Shares shall have the meaning set forth in Section 2.03(a).
Closing Warrants shall have the meaning ascribed to such term in Section 2.1(a)(ii).
Aggregate Stock Consideration has the meaning set forth in Section 3.01(b)(iii).
Earnout Shares has the meaning set forth in Section 3.6(a).
Escrow Shares shall be deemed to include the Non-Cash Dividends distributed thereon, if any.
Per Share Purchase Price equals $1.00, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the date of this Agreement.
Consideration Shares shall have the meaning set forth in Section 2.7(c).
Second Closing has the meaning set forth in Section 2.2.
Share Purchase Price shall have the meaning ascribed to such term in Section 2.1(b).
Closing Purchase Price shall have the meaning ascribed to such term in Section 2.1(b), which aggregate purchase price shall be net of the underwriting discounts and commissions.
VWAP Purchase Share Estimate means the number of shares of Common Stock that the Company has in its sole discretion irrevocably instructed its Transfer Agent to issue to the Buyer via the Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program in connection with a VWAP Purchase Notice pursuant to Section 1(c) hereof and issued to the Buyer’s or its designee’s balance account with DTC through its Deposit Withdrawal At Custodian (DWAC) system on the VWAP Purchase Date (to be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction).
Escrow Cash is defined in Section 4.1(a).
Closing Consideration shall have the meaning set forth in Section 2.1(b).
Purchaser Shares means the common shares in the capital of the Purchaser.
Per Share Stock Consideration has the meaning set forth in Section 3.01(a)(i).
Buyer Shares means the common stock, with a par value of $0.0001 per share, of Buyer.
Purchase Price Adjustment Escrow Amount means $500,000.
Holdback Shares has the meaning set forth in Section 2.5(b)(v).
Seller Shares means all shares of Common Stock of the Company owned as of the date hereof or hereafter acquired by a Common Holder, as adjusted for any stock splits, stock dividends, combinations, subdivisions, recapitalizations and the like.
VWAP Purchase Share Percentage means, with respect to any particular VWAP Purchase Notice pursuant to Section 1(c) hereof, the percentage set forth in the VWAP Purchase Notice which the Buyer will be required to buy as a specified percentage of the aggregate shares traded on the Principal Market during normal trading hours up to the VWAP Purchase Share Volume Maximum on the VWAP Purchase Date subject to Section 1(c) hereof but in no event shall this percentage exceed thirty percent (30%) of such VWAP Purchase Date’s share trading volume of the Common Stock on the Principal Market during normal trading hours.
PIPE Shares shall have the meaning given in the Recitals hereto.
Escrowed Funds Has the meaning, with respect to any Trust, specified in Section 2.02(b).