Closing Share Consideration Sample Clauses

Closing Share Consideration. “Closing Share Consideration” shall mean a number of shares of Parent Stock equal to (x) $2,000,000 divided by the Parent Stock Price, rounded up to the nearest whole share of Parent Stock minus (y) the Holdback Shares. At Closing, the Closing Share Consideration shall be issued to the Seller and/or its designees as indicated by the Payment Schedule.
Sample 1
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Closing Share Consideration. (a) The "Closing Share Consideration" shall be the number of newly issued shares of common stock, par value $0.0001 per share, of the Purchaser’s Parent (the "Purchaser’s Parent Common Stock") determined by dividing USD 400,000,000 by the Purchaser’s Parent Common Stock Price (as defined below); provided, however, that (i) in the event that the Purchaser’s Parent Common Stock Price is greater than the Common Stock Cap (as defined below), then the Closing Share Consideration shall be 3,950,617 newly issued shares of Purchaser’s Parent Common Stock, and (ii) in the event that the Purchaser’s Parent Common Stock Price is less than the Common Stock Floor (as defined below), then the Closing Share Consideration shall be 6,584,362 newly issued shares of Purchaser’s Parent Common Stock. If the Cash Consideration as determined pursuant to Sec. 6.2.1 is negative, the amount thereof reduces the Closing Share Consideration.
Sample 1
Closing Share Consideration. At the Closing, Purchasers shall deliver the Closing Share Consideration (less the Escrow Shares) via original issue by Parent, to each Seller on a Pro Rata Basis, by delivery of book entry shares of Parent, and a copy of irrevocable instructions to Parent’s transfer agent to issue the Closing Share Consideration to each Seller in accordance with its Pro Rata Basis, provided that any fractional shares shall be rounded to down to the nearest whole share and the remainder disregarded. As a condition and inducement to the willingness of Parent and Purchasers to enter into this Agreement, each Seller shall execute and deliver at Closing a lock-up agreement with Parent, substantially in the form attached hereto as Exhibit 2.1(b) (collectively, the “Lock-Up Agreements”), pursuant to which, among other things, the Sellers shall agree, subject to the terms thereof, not to trade, sell or otherwise transfer the Closing Share Consideration for the periods set forth therein except for transfers to the Sellers’s shareholders as permitted by and subject to the terms of the applicable Lock-Up Agreement. For purposes of this Agreement, (i) “Closing Share Consideration” means the number of shares of Parent Common Stock equal to the Closing Share Consideration Value divided by the Per Share Value, with any fractional shares being rounded to down to the nearest whole share and the remainder disregarded, (ii) “Parent Common Stock” means shares of common stock of the Parent, par value $0.0001 per share, (iii) “Closing Share Consideration Value” means Thirteen Million Two Hundred Thousand Dollars ($13,200,000.00) and (iv) “Per Share Value” means $7.36203 (a dollar value equal to the volume weighted average closing sale price of Parent Common Stock for the sixty (60) consecutive trading days ending on the second to last trading day prior to the Closing Date). (c)
Sample 1
Closing Share Consideration. The Closing Share Consideration, upon issuance to Seller, will be duly authorized, validly issued, fully paid and nonassessable, free and clear of all Liens, and will not have been issued in violation of any purchase or call option, right of first refusal, subscription right, preemptive right or any similar right. Such shares will be registered in the name of Seller and will have been issued in compliance with all applicable Laws, including securities Laws, and Seller will have good and legal title to, and beneficial ownership of, such shares.
Sample 1

Related to Closing Share Consideration

  • Share Consideration (a) At the Closing, the Limited Partners other than those Limited Partners who vote against the Merger and affirmatively elect to receive notes (the "Note Option") will be allocated American Spectrum Common Shares (the "Share Consideration") in accordance with the final Prospectus/Consent Solicitation Statement included in the Registration Statement.

  • Closing Consideration The closing consideration shall be delivered at the Closing as follows:

  • Stock Consideration 3 subsidiary...................................................................53

  • Earn-Out Consideration (a) If the earnings before taxes (the "EBT") of the Company for the twelve months ending December 31, 1998, increased by amounts in respect of those items set forth on Schedule 2.5 that affected net income during the period from January 1, 1998 through the Closing Date and decreased by the amount of UniCapital corporate overhead allocated to the Company for the period from the Closing Date through December 31, 1998 (the "Adjusted 1998 EBT"), exceeds the EBT of the Company for the twelve months ending December 31, 1997, inclusive of the add-backs set forth on Schedule 2.5 (the "Adjusted 1997 EBT"), then the Stockholders shall be entitled to receive one-half of the difference between the Adjusted 1998 EBT and the Adjusted 1997 EBT.

  • Consideration Shares All Consideration Shares will, when issued in accordance with the terms of the Arrangement, be duly authorized, validly issued, fully paid and non-assessable Purchaser Shares.

  • Pre-Closing Share Credit Within two (2) business days after the Advance Notice Date, the Company shall credit shares of the Company's Common Stock to the Investor's balance account with The Depository Trust Company through its Deposit Withdrawal At Custodian system, in an amount equal to the amount of the requested Advance divided by the closing Bid Price of the Company's Common Stock as of the Advance Notice Date multiplied by one point one (1.1). Any adjustments to the number of shares to be delivered to the Investor at the Closing as a result of fluctuations in the closing Bid Price of the Company's Common Stock shall be made as of the date of the Closing. Any excess shares shall be credited to the next Advance. In no event shall the number of shares issuable to the Investor pursuant to an Advance cause the Investor to own in excess of nine and 9/10 percent (9.9%) of the then outstanding Common Stock of the Company.

  • Exchange Consideration On or promptly after an Exchange Date, provided the Partnership Unitholder has satisfied its obligations under Section 2.1(b)(i), the Company shall cause the Transfer Agent to register electronically in the name of such Partnership Unitholder (or its designee) in book-entry form the shares of Class A Common Stock issuable upon the applicable Exchange, or, if the Company has so elected, shall deliver or cause to be delivered to such Partnership Unitholder (or its designee), the Cash Settlement. Notwithstanding the foregoing, the Company shall have the right but not the obligation (in lieu of the Partnership) to have the Company acquire Exchangeable Units directly from an exchanging Partnership Unitholder in exchange for shares of Class A Common Stock or, at the option of the Company, the Cash Settlement. If an exchanging Partnership Unitholder receives the shares of Class A Common Stock or the Cash Settlement that such Partnership Unitholder is entitled to receive from the Company pursuant to this Section 2.1(c), the Partnership Unitholder shall have no further right to receive shares of Class A Common Stock from the Partnership or the Company in connection with that Exchange. Notwithstanding anything set forth in this Section 2.1(c) to the contrary, to the extent the Class A Common Stock is settled through the facilities of The Depository Trust Company, the Partnership or the Company will, pursuant to the Exchange Notice submitted by the Partnership Unitholder, deliver the shares of Class A Common Stock deliverable to such exchanging Partnership Unitholder through the facilities of The Depository Trust Company to the account of the participant of The Depository Trust Company designated by such exchanging Partnership Unitholder in the Exchange Notice. Upon any Exchange, the Partnership or the Company, as applicable, shall take such actions as (A) may be required to ensure that such Partnership Unitholder receives the shares of Class A Common Stock or the Cash Settlement that such exchanging Partnership Unitholder is entitled to receive in connection with such Exchange pursuant to this Section 2.1 and (B) may be reasonably within its control that would cause such Exchange to be treated for purposes of the Tax Receivable Agreement as an “Exchange” (as such term is defined in the Tax Receivable Agreement). Notwithstanding any other provisions of this Agreement to the contrary, in the event that the Company elects a Cash Settlement, the Company shall only be obligated to contribute to the Partnership (or, if the Company elects to settle directly pursuant to Section 2.1(a)(ii), settle directly for an amount equal to), an amount in respect of such Cash Settlement equal to the net proceeds (after deduction of any underwriters’ discounts and commissions) from the sale by the Company of a number of shares of Class A Common Stock equal to the number of Exchangeable Units being Exchanged for such Cash Settlement. Except as otherwise required by applicable law, the Company shall, for U.S. federal income tax purposes, be treated as paying an appropriate portion of the selling expenses described in the previous sentence as agent for and on behalf of the exchanging Partnership Unitholder.

  • Purchase Price; Consideration Purchaser shall, on the date hereof (the “Closing Date”), issue to Seller a promissory note, substantially in the form attached hereto as Exhibit B, in the sum of Fifteen Thousand Dollars ($15,000) (the “Promissory Note”) as the consideration for the Ownership Interests.

  • Purchase Consideration The consideration payable in connection with a purchase transaction shall be debited from the appropriate deposit account of the Portfolio as of the time and date that funds would ordinarily be required to settle the transaction in the applicable market. The Custodian shall promptly recredit the amount at the time that the Portfolio or the Fund notifies the Custodian by Proper Instruction that the transaction has been canceled.

  • Equity Consideration LICENSEE shall provide to UNIVERSITIES a founder’s position of LICENSEE’s equity equivalent to [***] percent ([***]%) of the original LICENSEE equity issued. For example, if the initial capitalization of LICENSEE consists of ten million (10,000,000) common shares, such equity shall be equal to [***] ([***]) common shares fully diluted, with each of Emory and UGARF holding [***] ([***]) common shares (or [***]%) and the inventor/founders of LICENSEE holding [***] ([***])common shares (or [***]%). LICENSEE will use commercially reasonable efforts to prepare an operating agreement and/or shareowners agreement within ninety (90) days after the Effective Date. The founder shares to be owned by the UNIVERSITIES and the investor/founders will be of the same class. It is the intent that Emory and UGARF will have the right to convert their ownership interests in LICENSEE into an economically equivalent founder’s position in any joint venture entered into by LICENSEE to develop Licensed Products or any Designated Affiliate of LICENSEE whose business includes developing the Licensed Products with the proviso that if LICENSEE reserves any such rights to Licensed Products unto itself in connection with any such joint venture, Emory and UGARF will maintain a smaller founder’s equity position in LICENSEE based on the relative value of such reserved rights by LICENSEE, provided that this right shall be exercisable only once, and only as to one such venture, and only then if it is exercised within thirty (30) days of notice from LICENSEE to UNIVERSITIES of the opportunity. UNIVERSITIES’ rights to effect such a conversion may be conditioned, at LICENSEE’s option, upon UNIVERSITIES’ entering into reasonable buy-sell agreements providing for rights of first refusal in favor of LICENSEE in the event UNIVERSITIES desire to transfer their interests in such joint venture and for “drag along” rights covering UNIVERSITIES’ interest in the event LICENSEE desires to transfer its interest in such joint venture.

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