Parent Common Stock Consideration Cap definition

Parent Common Stock Consideration Cap has the meaning set forth in Section 1.5.
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Parent Common Stock Consideration Cap means such number of shares of Parent Common Stock equal to (a) no more than 19.9% of the outstanding shares of Parent Common Stock as of immediately before the First Effective Time minus (b) such number of shares of Parent Common Stock reserved for settlement of, or other issuance pursuant to the terms of, Company Options in accordance with Section 1.9(a).
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Parent Common Stock Consideration Cap means the product (rounded down to the nearest whole share) determined by multiplying (1) 19.99% and (2) the Parent Outstanding Shares.
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Examples of Parent Common Stock Consideration Cap in a sentence

  • For the avoidance of doubt, in no event shall Parent issue Parent Common Stock Payment Shares in excess of the Parent Common Stock Consideration Cap, and the Parent Preferred Stock Payment Shares shall only be converted after the Required Parent Stockholder Vote is obtained and such other requirements set forth in the Certificate of Designation are satisfied.


More Definitions of Parent Common Stock Consideration Cap

Parent Common Stock Consideration Cap has the meaning set forth in Section 2.7(b).
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Related to Parent Common Stock Consideration Cap

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

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

  • 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).

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

  • Parent Common Stock means the common stock, par value $0.01 per share, of Parent.

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

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

  • Parent Class A Common Stock means the Class A Common Stock, par value $0.01 per share, of Parent.

  • Parent Common Shares means the common shares of the Parent;

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

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

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

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

  • Parent Class B Common Stock means the Class B Common Stock, par value $0.01 per share, of Parent.

  • Common Stock Price means the volume weighted average closing price of the Common Stock as reported by the NYSE American for the 10 trading days immediately preceding the date on which the determination is made.

  • 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.

  • Newco Common Stock means the common stock, par value $.01 per share, of Newco.

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

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

  • Option Consideration has the meaning set forth in Section 3.3(a).

  • Non-Cash Consideration means the Fair Market Value of non-cash consideration received by the Borrower or a Subsidiary in connection with an Asset Sale less the amount of cash or Cash Equivalents received in connection with a subsequent sale of or collection on such Non-Cash Consideration.

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

  • Base Merger Consideration means an amount equal to $1,855,000,000.

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