Per Share Closing Payment means an amount in cash equal to the difference of (i) the Per Share Consideration minus (ii) the fraction equal to (A) the Escrow Fund, divided by (B) the Adjusted Diluted Share Number.
Per Share Closing Payment means an amount per share that equals (i) the Closing Payment divided by (ii) the number of Outstanding Shares determined as of immediately prior to the Effective Time.
Per Share Closing Payment means, the Common Per-Share Closing Payment, the Series A-1 Per Share Closing Payment, the Series A-2 Per Share Closing Payment or the Series B Per Share Closing Payment, as applicable.
Examples of Per Share Closing Payment in a sentence
The Buyer shall pay to the Seller from the Cash Portion of the Purchase Price, an amount equal to the sum of (A) the product of (x) the total number of issued and paid-up shares of the Stock owned by the Seller at the Closing and (y) the Per Share Closing Payment less (B) the Stock Portion of the Purchase Price.
More Definitions of Per Share Closing Payment
Per Share Closing Payment means the quotient obtained by dividing the sum of the Closing Payment plus the Rollover Investment Amount by the number of Shares outstanding immediately prior to the Merger.
Per Share Closing Payment means, collectively, the Per Share Closing Cash Consideration and the Per Share Stock Consideration.
Per Share Closing Payment means the Closing Consideration DIVIDED BY (i) the number of shares of Company Common Stock (other than such shares held by Parent) outstanding immediately prior to the Effective Time plus (ii) the number of shares of Company Common Stock subject to Unexercised Vested Options.
Per Share Closing Payment means an amount equal to the quotient of (a) the Purchase Price minus the Closing Escrow Deposit minus$250,000 divided by (b) the Fully Diluted Share Number.
Per Share Closing Payment means an amount equal to the quotient of (a) the Adjusted Purchase Price, increased by (i) the aggregate exercise price of the Vested Options (including, for the avoidance of doubt, Company Options held by Specified Persons or the individuals identified on Schedule 2.4(b) the vesting of which is accelerated pursuant to Section 2.4(b)), plus (ii) the aggregate base price of the Vested SARs (including, for the avoidance of doubt, SARs held by Specified Persons or the individuals identified on Schedule 2.4(b) the vesting of which is accelerated pursuant to Section 2.4(b)), plus (iii) the aggregate exercise price of the Unvested Options held by the Continuing Employees and plus (iv) the aggregate base price of the Unvested SARs held by the Continuing Employees, and (b) the Fully Diluted Share Number.
Per Share Closing Payment means the quotient obtained by dividing (a) the Estimated Closing Consideration by (b) the sum of (i) the aggregate number of shares of Company Stock held by all Stockholders who are not Retained Key Owners as of immediately prior to the Closing, (ii) 60% of the aggregate number of shares of Company Stock held by the Retained Key Owners (i.e., 2,808,000 shares of Company Stock), (iii) the aggregate number of Net Warrant Shares held by all Warrantholders as of immediately prior to Closing, and (iii) the aggregate number of Net Option Shares held by all Optionholders as of immediately prior to Closing.
Per Share Closing Payment means an amount equal to the Per Share Stock Purchase Price calculated as if the Estimated Net Working Capital Excess or Estimated Net Working Capital Deficit, as applicable, were the Net Working Capital Excess or the Net Working Capital Deficit, as applicable.