Stockholder Payment definition

Stockholder Payment means the sum of (A) the Market Value of the Buyer Common Shares issuable pursuant to Section 1.5 upon the conversion of Common Shares owned by the applicable Management Participant (or by any member of such Management Participant's family to the extent acquired by gift from such Management Participant) as of the Effective Time (other than such Common Shares acquired upon conversion of Preferred Shares), plus (B) the Option Value of all Assumed Convertible Securities owned by the applicable Management Participant that are vested and exercisable as of the Effective Time.

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Stockholder Payment shall have the meaning set forth in subsection 7.6 hereof.

Stockholder Payment means, with respect to the Company, between the date of the Interim Balance Sheet and Closing, except as set forth on Schedule 1.01(d), (i) the declaration or payment of any dividend on, redemption or purchase of or other distribution in respect of, any of its capital stock or other equity or voting interests; (ii) the making of any payment in respect of salaries, pension contributions, performance or other bonuses or other reimbursements, benefits or expenses to any employee, officer, director or independent contractor of the Company, other than payment or other provision of salaries, benefits and customary directors’ fees to officers and directors of the Company, in each case, in the ordinary course of business consistent with past practice; (iii) the sale, transfer, license or other disposition of (including by lease or license) any asset, property or right that is (x) not in the ordinary course of business consistent with past practice or (y) not on arms’ length terms (including with respect to price); (iv) the making of any payment to any Related Party or that benefits any Related Party, other than the payment or other provision of salaries, benefits and customary directors’ fees to officers and directors of the Company, in each case, in the ordinary course of business consistent with past practice; (v) the waiver of any amount owed to the Company by any Related Party; or (vi) the agreement or commitment to take any of the foregoing actions.

Examples of Stockholder Payment in a sentence

• Until a Stockholder delivers the Letter of Transmittal and Certificates and any additional information or documentation required by this Section 2.3(b), such Stockholder’s Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such delivery the applicable Stockholder Payment Amount.

• The cash portion of the Escrow Remainder equal to the difference between the Escrow Remainder and the Additional Stockholder Payment shall be released to Parent.

• At any time after the Effective Time, upon receipt by Parent of such Stockholder’s Letter of Transmittal and Certificates and any additional information or documentation required by this Section 2.3(b), Parent or the Surviving Corporation will issue in exchange for such Stockholder’s Certificate the applicable Stockholder Payment Amount to such Stockholder.

• Each former holder of Company Common Stock that received the Per Share Amount pursuant to Section 2.1(a) hereof shall be entitled to receive an amount of cash equal to the Escrow Per Share Amount (as defined in Section 2.6(d)(i) hereof), with the interest earned thereon while held by the Escrow Agent (the aggregate amount of cash payable to such former holders of Company Common Stock is referred to herein as the "Additional Stockholder Payment").

• Any portion of the Escrow Amount remaining after payment of the Additional Stockholder Payment shall be released to Parent.

• Any funds remaining in the Stockholder Payment Account on the date that is six (6) months after the Closing Date will be delivered to Parent, and any holders of Shares who have not theretofore complied with this Section 2.1 will thereafter look only to Parent for the Merger Consideration to which they are entitled pursuant to Section 1.5.

• If a fraction of a share of Focus Stock would otherwise be issuable pursuant to this Section 2.8(b), such fraction shall be rounded up or down to the nearest whole number (i.e., up to one whole share of Focus Stock or down to zero), and the cash portion of the Closing Stockholder Payment shall be adjusted accordingly.

• United believes, in good faith, that each United Optionholder will execute and deliver the United Option Letter, and accept that portion of the Aggregate Common Stockholder Payment payable to such United Optionholder.

• To the knowledge of United, no United Optionholder would refuse to execute the United Option Letters or refuse to deliver the United Option Letters to the Escrow Agent, or refuse to accept that portion of the Aggregate Common Stockholder Payment payable to such United Optionholder.

• Prior to Closing, the Company shall use commercially reasonable efforts to reach a preliminary agreement with counsel to the former stockholders of Scheduled Airlines Traffic Offices, Inc., a Delaware corporation, (the "Former Stockholders") to make contingent payments due to the Former Stockholders (the "Former Stockholder Payment").

More Definitions of Stockholder Payment

Stockholder Payment shall have the meaning set forth in subsection 7.6(a) hereof.

Stockholder Payment has the meaning set forth in Section 2.6(f)(iii).

Stockholder Payment means (i) any dividend or other distribution on any Equity Securities of the Borrower and (ii) any payment on account of the purchase, redemption, retirement or acquisition of (a) any Equity Securities of the Borrower or (b) any option, warrant or other right to acquire Equity Securities of the Borrower.