Initial Share Purchase Consideration definition

Initial Share Purchase Consideration means (A) $47,000,000 less (B) the amount, if any, by which the Company Net Working Capital is less than $0 as of immediately prior to the Closing.

Examples of Initial Share Purchase Consideration in a sentence

  • If Purchaser elects to pay a portion of the Initial Share Purchase Consideration or the Milestone Payment in Purchaser Common Stock, the Purchaser Common Stock shall be valued at the average closing price of Purchaser Common Stock on the NASDAQ Global Select Market on the five (5) trading days ending one trading day prior to the Closing Date and the Milestone Closing Date, respectively.

  • Any payment pursuant to this Article VIII shall be considered an adjustment to the Initial Share Purchase Consideration for Tax purposes, to the maximum extent permitted by law.

Related to Initial Share Purchase Consideration

  • 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 $100,000,000, your Sale Bonus would be $50,000.00. The Sale Bonus shall be paid to you within three (3) months of the completion of the Sale.

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

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

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

  • 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”.

  • 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.

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

  • Share Purchase Price shall have the meaning ascribed to such term in Section 2.1(b).

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

  • 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.

  • Sale Consideration means the value of the H-1 Bid and accepted and approved by BSNL for the Said Land Parcel in its Acceptance Letter.

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

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

  • 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).

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

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

  • Base Consideration has the meaning set forth in Section 1.2.

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

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

  • Per Unit Purchase Price equals $2.125, 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.

  • Cash Purchase Price has the meaning set forth in Section 2.1(b).

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

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

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

  • Unit Purchase Price shall have the meaning ascribed to such term in Section 2.1(b).