Stock Consideration Cap definition

Stock Consideration Cap means a number of shares of Parent Common Stock equal to 17.31% of the issued and outstanding shares of Parent Common Stock (excluding shares issuable on the conversion or exercise of any other security) immediately prior to the Closing.
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Stock Consideration Cap has the meaning set forth in Section 1.6(f).
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Stock Consideration Cap has the meaning set forth in Section 2.1(e)(i).
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Examples of Stock Consideration Cap in a sentence

  • The parties acknowledge and agree that the Stock Elections made pursuant to this Section 2.7(e) shall be treated as Stock Elections for all purposes of Article II, including the determination as to whether the Stock Consideration Cap has been exceeded.

  • For the avoidance of doubt, in no event shall Parent issue Parent Common Stock Payment Shares in excess of the Parent Common Stock Consideration Cap, and the Parent Preferred Stock Payment Shares shall only be converted after the Required Parent Stockholder Vote is obtained and such other requirements set forth in the Certificate of Designation are satisfied.


More Definitions of Stock Consideration Cap

Stock Consideration Cap. Section 1.1(d)(iv)
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Stock Consideration Cap means an amount of shares of Buyer Common Stock equal to 20% of all of the issued and outstanding shares of Buyer Common Stock immediately prior to the Closing.
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Related to Stock Consideration Cap

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

  • Aggregate Stock Consideration means a number of shares of Acquiror Common Stock equal to the quotient obtained by dividing (i) (x) the Base Purchase Price less (y) the Aggregate Cash Consideration, by (ii) $10.00.

  • 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).

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

  • Non-Cash Consideration means consideration in a form other than cash.

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

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

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

  • Acquisition Consideration means the purchase consideration for any Permitted Acquisition and all other payments by Borrower 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 Borrower or any of its Subsidiaries.

  • Earnout Consideration has the meaning set forth in Section 2.6 below.

  • Per Share Merger Consideration has the meaning set forth in Section 3.1(a).

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

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

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

  • Aggregate Cash Consideration has the meaning set forth in Section 3.01(b)(ii).

  • Closing Cash Consideration has the meaning set forth in Section 2.02.

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

  • 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.

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

  • Minimum Consideration means the $.01 par value per share or such larger amount determined pursuant to resolution of the Board to be capital within the meaning of Section 154 of the Delaware General Corporation Law.

  • Aggregate Merger Consideration has the meaning set forth in Section 2.1(a).

  • Total Consideration shall have the meaning as set forth in Section 2.8.

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

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

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