Closing Stock Payment definition

Closing Stock Payment shall have the meaning set forth in Section 3.2(c).

Closing Stock Payment has the meaning set forth in Section 2.02(b).

Closing Stock Payment shall consist of one or more certificates in the name of Seller evidencing an aggregate number of shares of Parent Common Stock equal to $4,587,500 divided by the Parent Stock Per Share Price; and

Examples of Closing Stock Payment in a sentence

• At the Effective Time, the Paying Agent shall pay each Stockholder who has surrendered his, her or its shares of Common Stock pursuant to a duly executed and completed letter of transmittal, in substantially the form of Exhibit A (each, a “Letter of Transmittal”), the amount of Closing Stock Payment to which each such Stockholder is entitled under Section 1.02, and thereafter, as and when any Additional Merger Consideration is payable in accordance with the terms of this Agreement.

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• Each such Stockholder that makes the deliveries to the Paying Agent required by this Agreement and the Paying Agent Agreement after the Effective Time will be paid his, her or its Closing Stock Payment as soon as possible thereafter (but in any event no later than two (2) Business Days after such delivery thereof is made).

• Each such Stockholder that makes the deliveries to the Paying Agent required by this Agreement and the Paying Agent Agreement two (2) Business Days prior to the Effective Time will be paid his, her or its Closing Stock Payment on the same Business Day as the Effective Time, or as soon as possible thereafter.

• Each such Shareholder that makes the deliveries to the Paying Agent required by this Agreement, the Letter of Transmittal and the Paying Agent Agreement prior to the Closing Date will be paid his, her or its Closing Stock Payment on the same Business Day as the Effective Time.

More Definitions of Closing Stock Payment

Closing Stock Payment means the portion of the Closing Merger Consideration that each Stockholder will be entitled to receive at the Closing, which shall equal the product of (i) the Closing Common Stock Per Share Merger Consideration, multiplied by (ii) the number of shares of Common Stock (other than shares of Common Stock cancelled pursuant to Section 1.02(ii) and Dissenting Shares) held by such Stockholder immediately prior to the Effective Time, except that the Rollover Holders will not receive any Closing Stock Payment with respect to any Stock that is Rollover Equity.

Closing Stock Payment as defined in Section 2.3.

Closing Stock Payment means a number of newly issued BHVN Common Shares equal to (a) (x) the Closing Stock Consideration Amount, (y) divided by the Market Value Per Share, (b) plus such number of newly issued BHVN Common Shares necessary to round the Per Share Stock Consideration issuable to any former holder of Eligible Shares up to the nearest whole share.

Closing Stock Payment means the Closing Stock Amount divided by the Issue Price. Each Seller shall receive his, her or its Percentage Interest of the Closing Stock Payment by issuance of a duly executed stock certificate and Acquiror shall ensure that, at Closing, the books and records of Acquiror, including its stock transfer ledger, shall reflect such 2

Closing Stock Payment has the meaning specified in Section 1.4(b). “COBRA” means Section 4980B of the Code and Part 6 of Title I of ERISA (or any successor provisions thereto) and the rules and regulations promulgated thereunder. “COBRA Coverage” means continuation of group health plan coverage required under COBRA. “Code” means the Internal Revenue Code of 1986, as amended. “Company” has the meaning specified in the Recitals. “Company Indebtedness” means the amount payable by any of the Acquired Companies as debtor, borrower, issuer or guarantor pursuant to an agreement or instrument involving or evidencing money borrowed or received, the advance of credit, or pursuant to a lease required to be capitalized in accordance with GAAP, including in each case any accrued interest thereon. “Company Intellectual Property” has the meaning specified in Section 4.11(c). “Company IT Systems” means those computer systems, hardware, servers, databases, Software, networks, telecommunications systems and related infrastructure, used or held for use by any Acquired Company in connection with the operation of its business. “Company Products” means products or services that are (a) designed, manufactured, marketed, licensed, leased, sold, performed, made available or otherwise distributed or disposed of by any Acquired Company or in connection with such Acquired Company’s business currently or in the past (including any Software that is bundled or made available as part of any product or service (including under a software as a service or similar model) that such Acquired Company designs, manufactures, markets, licenses, sells, performs, makes available or, in connection with such Acquired Company’s business, otherwise distributes or disposes of), or (b) currently under development by an Acquired Company, including Software being developed at or for customers and other third parties. “Company Units” has the meaning specified in the Recitals. “Confidential Information” means all information of a confidential or proprietary nature (whether or not specifically labeled or identified as “confidential”), in any form or medium, of any Acquired Company or their respective customers, suppliers, distributors or other business A-4

Closing Stock Payment means such number of shares of ADS Common Stock equal in value to $15,662,000, minus such number of shares that are payable by Compec to its broker as set forth on Schedule 2.15. The per share valuation price (the "Closing Valuation Price") of the ADS Common Stock shall be equal to the average closing price for the 10 consecutive business days ending the business day immediately prior to the Closing Date, as published in The Wall Street Journal, Eastern Edition. The Buyers shall pay the Closing Stock Payment to the Compec Stockholders on the Closing Date.

Closing Stock Payment means 1,307,189 shares of Parent Common Stock, which is that number of shares of Parent Common Stock equal to the result of $30,000,000 divided by the Parent Common Stock Value, rounded down to the nearest whole share.