GES Closing Shares definition

GES Closing Shares means shares of common stock of the Company, the amount of which shall be determined by dividing the sum of $20,000,000 by the per share offering price in the 144A Offering.
Sample 1

Examples of GES Closing Shares in a sentence

  • In exchange for the contribution of the Contributed Assets, the Company hereby agrees to issue the GES Closing Shares and the GES Warrant to GES and the RAC Shares to RAC and assume the GES Assumed Liabilities and the RAC Assumed Liabilities.

  • GES has considered the suitability of the GES Closing Shares, GES Warrant and underlying GES Warrant Shares as an investment in light of its own circumstances and financial condition.

  • GES is familiar with the business and financial condition and operations of the Company and has had access to such information concerning the Company and the GES Closing Shares, GES Warrant and underlying GES Warrant Shares as it deems necessary to enable it to make an informed investment decision concerning the purchase or acquisition of the GES Closing Shares, GES Warrant and underlying GES Warrant Shares.

  • GES has not been formed for the specific purpose of acquiring the GES Closing Shares, GES Warrant or underlying GES Warrant Shares.

  • With the assistance of GES’s own professional advisors, to the extent that GES has deemed appropriate, GES has made its own legal, Tax, accounting and financial evaluation of the merits and risks of an investment in the GES Closing Shares, GES Warrant and underlying GES Warrant Shares and the consequences of this Agreement.

  • In exchange for the contribution of the Contributed Assets, the Company hereby agrees to issue the GES Closing Shares and the right to receive the GES Contingent Shares to GES and the RAC Shares to RAC and assume the GES Assumed Liabilities and the RAC Assumed Liabilities.

Related to GES Closing Shares

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

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

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

  • Subsequent Closing has the meaning set forth in Section 3.2.

  • 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.

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

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

  • First Closing has the meaning set forth in Section 2.1(a).

  • Put Closing shall have the meaning set forth in Section 2.3.8.

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

  • Third Closing shall have the meaning ascribed to such term in Section 2.1(c).

  • Initial Closing shall have the meaning ascribed to such term in Section 2.1.

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

  • Purchased Shares has the meaning set forth in Section 2.01.

  • Lock-Up Shares has the meaning set forth in Section 4.1.

  • IPO Closing means the initial closing of the sale of the Class A Common Stock in the IPO.

  • Purchaser Warrants means Purchaser Private Warrants and Purchaser Public Warrants, collectively.

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

  • Series Closing Date means the date designated as such in the Series Term Sheet.

  • Purchaser Shares means the common shares in the capital of the Purchaser.

  • Subscribed Shares means, as of any date of determination, the Subscribed Shares (as defined in the recitals to this Subscription Agreement) and any other equity security issued or issuable with respect to the Subscribed Shares by way of stock split, dividend, distribution, recapitalization, merger, exchange, or replacement, and (ii) “Subscriber” shall include any person to which the rights under this Section 5 shall have been duly assigned.

  • Second Closing Date has the meaning set forth in Section 1.3.

  • Sale Shares shall have the meaning given to it in Recital (B);

  • Subsequent Closing Date means, with respect to each Subsequent Closing, the date on which such Subsequent Closing is deemed to have occurred.

  • Acquired Shares has the meaning set forth in the Recitals.

  • Initial Share Price for a Share means the Closing Price on the Exchange (or where such Exchange does not announce or publish a Closing Price, the last traded price, or, if necessary, the mid-market price) for that Share on the Initial Valuation Date, subject to adjustments that may be made pursuant to “DESCRIPTION OF THE NOTES – Adjustments and Exceptional Circumstances”.