Valley Closing Shares definition

Valley Closing Shares means the aggregate number of shares of Valley Common Stock issued and outstanding immediately prior to the Effective Time. Notwithstanding the foregoing, the Valley Closing Shares shall not exceed the number of shares outstanding on the Valley Capitalization Date, plus any shares of Valley Common Stock issued or issuable pursuant to duly exercised Valley Stock Options outstanding on the date of this Agreement that are disclosed in Section 3.2(a)(ii) of the Valley Disclosure Schedule.
Sample 1

Related to Valley 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.

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

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

  • 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.

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

  • 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).

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

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

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

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

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

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

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

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

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

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

  • Coop Shares Shares issued by a Cooperative Corporation.

  • Seller Shares means all shares of Common Stock of the Company owned as of the date hereof or hereafter acquired by a Common Holder, as adjusted for any stock splits, stock dividends, combinations, subdivisions, recapitalizations and the like.

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

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

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

  • PIPE Shares shall have the meaning given in the Recitals hereto.

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