Additional Per Share Merger Consideration definition

Additional Per Share Merger Consideration means the quotient of (a) the Additional Merger Consideration, divided by (b) the number of Fully Diluted Shares as of immediately prior to the Effective Time.

Additional Per Share Merger Consideration means the pro rata portion of the Contingent Merger Consideration Shares payable to Contingent Merger Consideration Recipients, if any, set forth in the Closing Consideration Spreadsheet with respect to a share of Company Common Stock, in accordance with this Agreement.

Additional Per Share Merger Consideration means an amount equal to (a) the Aggregate Additional Merger Consideration divided by (b) the Common Stock Deemed Outstanding.

Examples of Additional Per Share Merger Consideration in a sentence

• The shares of Company Common Stock that would have been due to the holder as a result of the conversion of such shares of Series F Convertible Preferred Stock shall be treated as issued to the holder thereof and converted, as of the Effective Time, into the right to receive: (A) the Closing Per Share Merger Consideration; plus (B) the Additional Per Share Merger Consideration, if any, at the time and subject to the contingencies set forth in Section 3.7.

• Notwithstanding the foregoing, none of Parent, the Surviving Corporation, the Exchange Agent or any other Person shall be liable to any holder of a Certificate or Book-Entry Share for Per Share Merger Consideration or Additional Per Share Merger Consideration delivered to a Governmental Authority pursuant to any applicable abandoned property, escheat or similar Law.

• The shares of Company Common Stock that would have been due to the holder as a result of such exercise of the Company Warrant shall be treated as issued to the holder thereof and converted, as of the Effective Time, into the right to receive: (i) the Closing Per Share Merger Consideration; plus (ii) the Additional Per Share Merger Consideration, if any, at the time and subject to the contingencies set forth in Section 3.7.

• The shares of Company Common Stock that would have been due to the holder as a result of the conversion of such shares of Series E Convertible Preferred Stock shall be treated as issued to the holder thereof and converted, as of the Effective Time, into the right to receive: (y) the Closing Per Share Merger Consideration; plus (z) the Additional Per Share Merger Consideration, if any, at the time and subject to the contingencies set forth in Section 3.7.

• Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive the Per Share Merger Consideration as contemplated by this Section 2.2 plus, if applicable, any Additional Per Share Merger Consideration payable in accordance with Section 2.6 and shall not evidence any interest in, or any right to exercise the rights of a stockholder or other equity holder of, the Company or the Surviving Corporation.

More Definitions of Additional Per Share Merger Consideration

Additional Per Share Merger Consideration means the pro rata portion of the Earnout Merger Consideration payable to Earnout Recipients, if any, set forth in the Closing Consideration Spreadsheet with respect to a share of Company Common Stock, in accordance with the Company Certificate of Incorporation and this Agreement.

Additional Per Share Merger Consideration means, with respect to each share of Company Capital Stock (after giving effect to any exercise of Options prior to the Effective Time) that an Eligible Company Stockholder owns immediately prior to the Effective Time, a non-transferable contingent right to an amount in cash equal to the quotient, expressed in dollars, of (i) the aggregate amount of any cash distributed to or on behalf of the Eligible Company Equityholders pursuant to Section 2.10(d), Section 9.8, Section 10.3, Section 10.9 or Section 12.15(d), as applicable, divided by (ii) the Fully Diluted Share Count.

Additional Per Share Merger Consideration means, as of any date of determination, the quotient determined by dividing (a) the Additional Merger Consideration, by (b) the Fully Diluted Shares.

Additional Per Share Merger Consideration means: (a) a cash amount equal to (i) the Final Dividend (as defined in Section 5.1), if any, payable by the Company in accordance with Section 5.1 below divided by (ii) the sum of the number of outstanding Common Shares plus the number of Common Shares that would be issuable upon exercise of the unexercised Company Stock Options if they were exercised on a cashless basis in accordance with the terms of the Company Stock Options, assuming the Per Share Price shall be the “fair market value” of the Common Shares for purposes of such calculation (the “Cashless Exercise Option Shares”) plus the number of Common Shares issuable upon exercise of the unexercised Company Warrants, in each case outstanding as of the Effective Time (the “Additional Cash Per Share Merger Consideration”) plus (b) an ownership interest in CMC equal to (i) 100% of the membership interest in CMC divided by (ii) the sum of the number of outstanding Common Shares plus the Cashless Exercise Option Shares plus the number of Common Shares issuable upon exercise of the unexercised Company Warrants, in each case outstanding as of the Effective Time, which interest shall be represented by the Operating Agreement of CMC and this Agreement (the “Additional Equity Per Share Merger Consideration”). The Additional Per Share Merger Consideration shall be payable by the Company and all Additional Cash Per Share Merger Consideration payable with respect to the Common Shares (other than Dissenting Shares) and Company Warrants (other than the Designated Warrants) shall be deposited by the Company with the Depositary in accordance with Section 2.2(a). The Additional Cash Per Share Merger Consideration payable to the holders of the Company Stock Options shall remain with the Surviving Company following the Effective Time and shall be payable by the Surviving Corporation in accordance with Section 2.2(b). Claims Management Co shall be responsible for calculating the amount of the Additional Equity Per Share Merger Consideration to be issued promptly following Closing to holders of Common Shares (other than Dissenting Shares), Company Stock Options and Company Warrants and shall provide such information to the Parent or the Surviving Corporation for inclusion in the letter of transmittal provided for in Section 2.2(c). CMC shall issue to the Surviving Company promptly following the Closing a percentage membership interest in CMC equal to (x) the Additional Equity Per Share Merger Consideration multiplied by ...

Additional Per Share Merger Consideration means the quotient obtained by dividing (i) the Additional Merger Consideration by (ii) the total number of shares of Common Stock outstanding immediately prior to the Effective Time, including, for purposes of this calculation, all Dissenting Shares, plus (A) all shares of Common Stock for which Company Options and Company Warrants outstanding immediately prior to the Effective Time are exercisable (whether or not then vested), and (B) all shares of Common Stock into which shares of Preferred Stock outstanding immediately prior to the Effective Time are convertible.

Additional Per Share Merger Consideration is amended by deleting “$37.60” and replacing such amount with “$39.00.”

Additional Per Share Merger Consideration is as defined in Section 11.10(c).