Merger Consideration Shares definition

Merger Consideration Shares means an aggregate number of shares of Parent Common Stock equal to the product of (i) the Conversion Ratio, multiplied by (ii) Fully-Diluted Company Shares.

Merger Consideration Shares shall have the meaning assigned to it in Section 1.08(a)(ii) hereof.

Merger Consideration Shares has the meaning set forth in Section 2.2(g)(i).

Examples of Merger Consideration Shares in a sentence

• Xxxxxxxxx (the "Tax Opinion"), a Principal at Xxxxxxxxx Law, LLC, hired by LJR and the LJR Stockholder, to the effect that (i) the Merger will constitute a reorganization within the meaning of Section 368(a) of the Code, and (ii) the exchange in the Merger of the LJR Common Stock for the Merger Consideration Shares will not give rise to currently taxable gain or loss to the LJR Stockholder with respect to such exchange.

• Subject to the conditions set forth in this Agreement, the Parties agree that within fifteen (15) Business Days of determination of the Customer Revenue pursuant to Section 2.11, the Buyer shall deliver the Contingent Merger Consideration Shares to which the Stockholders are entitled to the Stockholders’ Representative, or directly to the Stockholders if so instructed by the Stockholders’ Representative.

• The aggregate merger consideration (the “Merger Consideration”) due with respect to the securities of the Company shall consist of the Closing Date Merger Consideration Shares, the Escrow Shares and the Contingent Merger Consideration Shares.

• The value of the Contingent Merger Consideration Shares for all purposes under this Article IX, shall be calculated using the closing price of the Buyer Common Stock on the Business Day immediately preceding the date on which such set-off is to occur.

• Notwithstanding anything else contained herein, the Buyer shall have the right, but not the obligation, to satisfy any Buyer Indemnitee Losses by set-off against the Contingent Merger Consideration Shares to which the Principal Stockholders are entitled pursuant to Article II hereof on a dollar for dollar basis.

More Definitions of Merger Consideration Shares

Merger Consideration Shares are defined in Section 2.1(a).

Merger Consideration Shares means, collectively, the Closing Merger Consideration Shares and any portion of the Contingent Merger Consideration Shares to which the Contingent Merger Consideration Recipients become entitled to receive under the terms of this Agreement.

Merger Consideration Shares has the meaning given to such term in Clause 3.3.4.

Merger Consideration Shares means the Closing Merger Consideration Shares.

Merger Consideration Shares shall have the meaning set forth in the Recitals.

Merger Consideration Shares means the Closing Merger Consideration Shares, together with any portion of the Earnout Shares, if any, to which Earnout Recipients become entitled to receive under the terms of this Agreement.

Merger Consideration Shares means an aggregate of 10,500,000 shares of Parent Common Stock.