Additional Share Consideration definition

Additional Share Consideration has the meaning set forth in Section 2.4(e) hereof.
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Additional Share Consideration means, as of any date of determination, the sum of (i) the portion of the Escrow Funds, if any, paid or payable to the Seller (in its capacity as such), plus (ii) any Excess Amount, if any, paid or payable to the Seller (in its capacity as such), plus (iii) the Earnout Consideration, if any, payable to the Seller (in its capacity as such), plus (iv) the portion of the Representative Fund, if any, paid or payable to the Seller (in its capacity as such).
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Additional Share Consideration means additional shares of Parent Common Stock equal to the quotient of (a) the aggregate per share amount of any Parent Quarterly Dividends declared or paid after the date of this Agreement and with a record date prior to the Effective Time, multiplied by Exchange Ratio, and divided by (b) the Parent Reference Stock Price.
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Examples of Additional Share Consideration in a sentence

  • If Purchaser issues shares of Purchaser Stock to Gilat Israel pursuant to this Section 2.4 (the "Additional Share Consideration"), on the date of such issuance, Purchaser shall deliver to Gilat Israel the certificates representing the Additional Share Consideration, together with such other documents as Gilat Israel may reasonably request to evidence the transfer to Gilat Israel of good title in and to the Additional Share Consideration, free and clear of any Liens.

  • The Parties agree that Gilat Israel shall have the right to assign all or part of its right to the Additional Share Consideration under Section 2.4(a) and (b) hereof, as well as the delivery of the certificates representing the Additional Share Consideration under Section 2.4(c) hereof, to any of its Affiliates and/or StarBand.

  • The term Merger Consideration shall mean the Share Consideration, together with (if applicable) the Additional Share Consideration.

  • Notwithstanding anything to the contrary set forth herein, the Parties agree that upon Purchaser's completion of a Qualified Sale, Purchaser shall have no further obligation to issue any Additional Share Consideration to Gilat Israel under this Section 2.4 after the date of such Qualified Sale.

  • In addition, in the event that Parent pays one or more Parent Quarterly Dividend(s) as contemplated by Section 6.2(b)(i), then at the Effective Time each Eligible Share shall receive the Additional Share Consideration, such that the Eligible Shares receive substantially equivalent aggregate value as compared to the aggregate amount of any Parent Quarterly Dividend(s).

  • CLM can exercise the Option by making $2,000,000 in cash payments, issuing 12,000,000 Shares of CLM, making $8,000,000 in Expenditures in accordance with the provisions of Section 3 and granting the Additional Share Consideration and the NSR in accordance with the terms of this Option Agreement (the “Option Consideration”).

  • The Additional Share Consideration (if any) shall be issued to the Selling Shareholders and (on behalf of the Company) the Option Holders’ Representative as set forth opposite their respective names in the Third Installment Allocation Schedule.

  • Notwithstanding anything to the contrary set forth herein, the Parties agree that upon Purchaser's completion of a Qualified Public Offering, Purchaser shall have no further obligation to issue any Additional Share Consideration to Gilat under this Section 2.4 after the date of such Qualified Public Offering.

  • The "Additional Share Consideration" means the amount per share, if any, equal to (1) $34.00 multiplied by (2) 8% multiplied by (3) the quotient obtained by dividing the number of days elapsed from and excluding January 1, 2008 to and including the Closing Date by 365.

  • Such notice shall describe, in reasonable detail, the basis for the release of and calculation of the Additional Share Consideration to Seller.


More Definitions of Additional Share Consideration

Additional Share Consideration means an amount equal to the lesser of (i) $22,000,000 and (ii) the product of (x) 8.0 multiplied by (y) the LTM EBITDARM Excess. For the avoidance of doubt, if the LTM EBITDARM Excess is zero or negative, the Additional Share Consideration shall be zero.
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Additional Share Consideration has the meaning ascribed to it in the CGEN Purchase Agreement.
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Additional Share Consideration means interest payable on the Share Consideration calculated at the rate of 15 per cent. per annum for the period from and including the Locked Box Date to and including the Completion Date;
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Additional Share Consideration means the aggregate number of shares of Parent Common Stock (if any) issued pursuant to Section 2.2(b).
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Related to Additional Share Consideration

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

  • 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.

  • Exchangeable Share Consideration has the meaning provided in the Exchangeable Share Provisions.

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

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