WFCF Stock Consideration definition

WFCF Stock Consideration see Section 2.2. “Seller Parties” – see introductory paragraph. “Seller Principals” – see introductory paragraph. ASSET PURCHASE AGREEMENT TABLE OF EXHIBITS Exhibit Document
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WFCF Stock Consideration means 708,681 shares of WFCF’s stock that are of the same class that are currently publicly traded; such number of shares being the number of shares having a total value of $935,459.
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WFCF Stock Consideration see Section 2.2. “Seller Parties” – see introductory paragraph. “Seller Principals” – see introductory paragraph.
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Examples of WFCF Stock Consideration in a sentence

  • The Parties hereto further acknowledge that the WFCF Stock Consideration shall be “restricted stock” under federal securities laws (meaning that it was purchased other than through a registered public offering).

  • Upon distribution of the shares of WFCF Stock Consideration to the Seller’s members, WFCF shall issue new stock certificates to the Seller’s members pursuant to the stock allocation provided by the Seller.

  • Subject to the foregoing, upon the dissolution of the Seller and each of the Seller’s members agreeing to be bound by the terms and other transfer restrictions of the Lock-Up Period and other applicable restrictions set forth on the applicable stock certificates, the form and content of which must be reasonably acceptable to the Buyer, and the Buyer hereby consents to the shares of WFCF Stock Consideration being distributed to the Seller’s members.

  • Contingent upon the truth and accuracy of Seller’s representations and warranties contained herein, the issuance of the WFCF Stock Consideration to the Seller shall be issued pursuant to an applicable federal exemption from the registration requirements of the Securities Act, and shall be issued in compliance with all applicable federal and state securities laws.

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  • If there are amounts payable by the Seller to the Buyer under Section 8.1(a) which are not disputed by the Seller within thirty (30) days upon timely written notice from the Buyer, such amounts may be satisfied by the Buyer first by reducing the number of shares of WFCF Stock Consideration and then by reducing the Rollover Equity held for the benefit of the Seller or Seller’s shareholders.

  • Ian has invested a tremendous amount of time and effort to looking after the Club’s affairs during his term in office.

  • Upon distribution of the shares of WFCF Stock Consideration to the Company’s members, WFCF shall issue new stock certificates to the Company’s members pursuant to the stock allocation provided by the Company.

  • Subject to the foregoing, upon the dissolution of the Company and each of the Company’s members agreeing to be bound by the terms and other transfer restrictions of the Lock-Up Period and other applicable restrictions set forth on the applicable stock certificates, the form and content of which must be reasonably acceptable to the Buyer, and the Buyer hereby consents to the shares of WFCF Stock Consideration being distributed to the Company’s members.

  • If during the Transaction Period, any WFCF stock is issued at less than the WFCF Closing Share Price to any third party for the purpose of raising equity capital, Seller shall be issued additional WFCF shares as if the WFCF Stock Consideration had been based upon such lower price.


More Definitions of WFCF Stock Consideration

WFCF Stock Consideration means 850,852 shares of WFCF’s restricted securities that are of the same class that are currently publicly traded but are subject to resale limitations; such number of shares being the number of shares having a total value of $1,682,986 when using the average trading value of the WFCF publicly-traded stock in the four-week period ending on the Closing Date. For a period of eighteen months following the Closing, the WFCF Stock Consideration combined with the Rollover Equity shall be held in escrow pursuant to the terms of the Escrow Agreement, to support any claims by the Buyer and WFCF for breaches of representations and warranties by Seller under the indemnification provision set forth herein.
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Related to WFCF Stock Consideration

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

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

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

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

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

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

  • 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.

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

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

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

  • Equity Consideration has the meaning set forth in Section 2.3(b)(ii).

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

  • 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).

  • Earnout Consideration shall have the meaning specified in Section 2.03(b).

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

  • Conversion Consideration shall have the meaning specified in Section 14.12(a).

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

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

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

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

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

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

  • Initial Consideration shall have the meaning set forth in Section 5.01.

  • Cash Merger Consideration has the meaning set forth in Section 2.5.