Closing Stock Amount definition

Closing Stock Amount means 5,722,788 Parent Shares less the Option Closing Stock Amount.
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Closing Stock Amount means a number of shares of Parent Common Stock equal to (a) the Adjusted Stock Consideration, as set forth in the Closing Statement, minus (b) a number of shares of Parent Common Stock equal to (i) the sum of (x) the Defect Escrow Amount, plus (y) the Section 2.9 Holdback Amount, if any, divided by (ii) the Reference Price.
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Closing Stock Amount has the meaning specified in Section 1.4(b). “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
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Examples of Closing Stock Amount in a sentence

  • At the Closing, the parties hereto shall enter into the Escrow Agreement, pursuant to which Buyer shall deliver to the Escrow Agent on behalf of the applicable Sellers (at the applicable times described herein and therein) each of the Expense Fund, Individual Non-Founder Seller Closing Amount, Individual Founder Seller Closing Stock Amount, Individual Founder Seller Closing Cash Amount, Post-Closing Adjustment Holdback Amount and Indemnity Holdback Amount.

  • For the purposes of this Agreement, the Closing Stock Amount shall have an assumed value of $0.75 per share.

  • To the extent the operation of the foregoing provisions of this Section 1.4 results in the payment (or right to payment) of Replacement Cash as all or a part of such Seller’s Individual Non-Founder Seller Closing Amount or Individual Founder Seller Closing Stock Amount (as applicable), then references herein to such terms and to Buyer Common Stock issuable in respect thereof shall be deemed in each case to be followed by the phrase “(or Replacement Cash in lieu thereof in accordance with Section 1.4)”.

  • Prior to the Effective Time, Parent shall deposit (or cause to be deposited) with the Paying Agent, for the account and benefit of the former Holders of the Company Units, (x) an amount of cash sufficient to pay the Adjusted Cash Consideration payable pursuant to this Article III and (y) the Closing Stock Amount (such cash and shares shall be referred to in this Agreement as the “Consideration Fund”).

  • Per Share means the Series C-2A Closing Stock Amount divided by the Series C-2A Total Shares.

  • For the avoidance of doubt, the Indemnity Holdback Shares and the Indemnity Holdback Cash represent a deduction from, and are not in addition to, the Closing Stock Amount and Closing Payment paid by Buyer to Seller on the Closing Date.

  • The Buyer Class A Common Stock, whether issuable as part of the PIPE Financing or as part of the Closing Stock Amount, shall have been approved for listing on NASDAQ, subject to official notice of issuance.

  • Buyer shall have delivered the Closing Stock Amount and the Mining Equipment and Shares Notes to GS and/or its designees.

  • The Closing Merger Consideration, in the form of the Closing Cash Consideration and the Closing Stock Amount, and the Earnout Consideration (subject to the vesting terms set forth herein) shall be paid to the Holders at the Closing in accordance with the Allocation Schedule and the terms herein.

  • On the Closing Date, the Closing Stock Amount shall be payable in such amounts and to such persons and/or entities as may be directed in writing by GS at least three (3) Business Days prior to the Closing; provided, however, that the Closing Stock Amount, shall be adjusted by any additional deposits made by Buyer after the date of execution of this Agreement, and before Closing, as well as any advances made by Buyer since January 1, 2011.


More Definitions of Closing Stock Amount

Closing Stock Amount. Is defined in Section 1.2.1(b)(iv).
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Closing Stock Amount means that number of Parent Shares with an aggregate value, determined using the Parent Share Price as of the Closing Date, equal to one-half (1/2) the Base Merger Consideration, less the Escrow Shares.
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Closing Stock Amount means the number of shares of Parent Common Stock equal to the Stock Consideration as set forth in the Closing Statement (as adjusted, if applicable, by the Beneficial Ownership Adjustment and to account for the Defect Escrow Shares (if applicable) and the Indemnity Holdback Shares).
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Closing Stock Amount means the Stock Purchase Price, minus the Minority Stock Payment and (ii) the “Closing Stock Payment” shall mean 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
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Closing Stock Amount means an amount equal to the Closing Merger Consideration minus the Closing Cash Consideration.
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