Consideration Shares definition
Examples of Consideration Shares in a sentence
At the Effective Time, each issued and outstanding Company Class A Interest (other than those described in Section 2.9(c)) will automatically be cancelled and cease to exist in exchange for the right to receive the Class A Merger Consideration Shares, with each Seller being entitled to receive its Class A Pro Rata Share of the Class A Merger Consideration Shares, without interest, upon delivery of the Class A Transmittal Documents in accordance with Section 2.11(d).
All shares of Pubco Stock to be issued and delivered to the Sellers as Merger Consideration Shares and to the SPAC Shareholders in exchange for their SPAC Class A Ordinary Shares in accordance with this Agreement shall be, upon issuance and delivery of such shares of Pubco Stock, duly authorized and validly issued and fully paid and non-assessable, free and clear of all Liens.
As consideration for the Company Merger, the Sellers collectively shall be entitled to receive from Pubco, in the aggregate, a number of shares of Pubco Class B Stock equal to: (i) the product of (A) 31,500, multiplied by (B) the Signing Bitcoin Price, divided by (ii) $10.00 (such aggregate number of shares, the “Class B Merger Consideration Shares” and, together with the Class A Merger Consideration Shares, the “Merger Consideration Shares”).
Each Seller shall receive its pro rata share of the Class B Merger Consideration Shares, based on the number of Company Class B Interests owned by such Seller at Closing, divided by the total number of shares of Company Class B Interests owned by all Sellers (such percentage being each such Seller’s “Class B Pro Rata Share”).
Until so surrendered, each Company Certificate shall represent after the Effective Time for all purposes only the right to receive such portion of the Class A Merger Consideration Shares attributable to such Company Certificate.