Pre-Closing EIP Shares definition

Pre-Closing EIP Shares means the aggregate number of shares of Common Stock of the Company issued by the Company to any Person pursuant to the Equity Incentive Plans during the period of time commencing on the date hereof and ending on (and including) the Closing Date, less (x) any shares reacquired by the Company during such period as payment of the exercise price of a stock option or the tax withholding obligation in connection with any award under an Equity Incentive Plan, (y) any shares of unvested restricted stock originally issued pursuant to an Equity Incentive Plan that are forfeited or repurchased by the Company during such period, and (z) any shares otherwise reacquired by the Company as permitted under an Equity Incentive Plan during such period.

Examples of Pre-Closing EIP Shares in a sentence

  • Upon the terms and subject to the conditions of this Agreement, at the Closing, the Company shall issue and sell to Buyer, and Buyer shall purchase from the Company, that number of fully paid and non-assessable shares of Common Stock (the “True-Up Shares”) equal to the product obtained by multiplying (x) 0.35 by (y) the number of Pre-Closing EIP Shares, at a per-share purchase price of $5.50 per True-Up Share.

  • Without limiting the obligations of any Party under this Agreement, at any time prior to the Closing, upon the request of Buyer, the Company shall promptly advise Buyer in writing of the number of Pre-Closing EIP Shares as of the date of Buyer’s request.

Related to Pre-Closing EIP Shares

  • Pre-Closing Period means any taxable period ending on or before the Closing Date.

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

  • Pre-Closing Straddle Period means the portion of a Straddle Period ending on the Closing Date.

  • Pre-Closing Tax Period means any Tax period ending on or before the Closing Date.

  • Pre-Closing Taxes means Taxes of the Company for any Pre-Closing Tax Period.

  • Pre-Closing Tax Periods means any and all Tax periods that end on or before the Closing Date and the portion of any Straddle Period ending at the end of day on which the Closing occurs.

  • Pre-Closing Tax Return has the meaning set forth in Section 7.1(a).

  • Pre-Closing Reorganization has the meaning set forth in the Recitals.

  • Closing Stock Price means the Stock Price as of the last day of any Performance Measurement Period.

  • Pre-Closing Statement has the meaning set forth in Section 2.4(a).

  • Pre-Closing Periods means all Tax periods ending at or before the Closing Date and, with respect to any Tax period that includes but does not end at the Closing Date, the portion of such period that ends at and includes the Closing Date.

  • Pre-Closing Taxable Period means with respect to any tax, any applicable taxable period ending on or prior to consummation of the transactions contemplated hereby on the Closing Date or the allocable portion of any applicable taxable period that includes but does not end on the Closing Date.

  • Target Closing Date means three (3) Business Days following receipt of the Approval and Vesting Order, or such other date as the Parties may agree.

  • Co-op Shares Shares issued by private non-profit housing corporations.

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

  • Coop Shares Shares issued by a Cooperative Corporation.

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

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

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

  • Buyer Stock means the common stock, par value $0.0001 per share, of Buyer.

  • VMTP Shares means Variable Rate MuniFund Term Preferred Shares, $0.00001 par value per share, liquidation preference $100,000 per share plus an amount equal to accumulated but unpaid dividends thereon (whether or not earned or declared), of the Trust. The preferences, voting powers, restrictions, limitations as to dividends, qualifications, and terms and conditions of redemption of each series of VMTP Shares are set forth in the VMTP Shares Statement.

  • Post-Closing Period means any taxable period (or portion thereof) beginning after the Closing Date.

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

  • Merger Closing Date the Closing Date (as defined in the Merger Agreement).

  • Pre-Closing Tax Returns has the meaning specified in Section 8.04(a).

  • 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.