Closing Per Share Merger Consideration means (a) the Closing Merger Consideration, divided by (b) the Fully Diluted Share Number.
Closing Per Share Merger Consideration means with respect to a share of Company Common Stock, a number of shares of Parent Common Stock equal to the Closing Exchange Ratio.
Closing Per Share Merger Consideration has the meaning set forth in Section 2.6(a).
Examples of Closing Per Share Merger Consideration in a sentence
Each Share issued and outstanding immediately prior to the Effective Time (other than (i) Shares to be cancelled and retired in accordance with Section 2.09(a), and (ii) Dissenting Shares) shall be converted into the right to receive the Closing Per Share Merger Consideration, without interest.
More Definitions of Closing Per Share Merger Consideration
Closing Per Share Merger Consideration means for each applicable Merged Entity (a) the Estimated Cash Consideration and the number of Closing Payment Shares attributable to such entity, divided by (b) the aggregate number of shares of common stock of such Merged Entity outstanding as of immediately prior to the Effective Time. For the avoidance of doubt, the portion of the Closing Payment Shares that are retained as Escrow Shares shall be retained solely from consideration payable to the Principal Owners.
Closing Per Share Merger Consideration means, with respect to each share of Capital Stock, the amount of Closing Merger Consideration, if any, to be distributed with respect to such share of Capital Stock, as set forth on the Consideration Spreadsheet. For the avoidance of doubt, the Closing Per Share Merger Consideration with respect to shares of a class or series of Capital Stock may be zero ($0.00).
Closing Per Share Merger Consideration means (i) with respect to the Series A Preferred Stock, the Series A Preferred Per Share Closing Merger Consideration, (ii) with respect to the Series B Preferred Stock, the Series B Preferred Per Share Closing Merger Consideration, (iii) with respect to the Series C Preferred Stock, the Series C Preferred Per Share Closing Merger Consideration, and (iv) with respect to the Common Stock, the Common Per Share Closing Merger Consideration. In each case, the Closing Per Share Merger Consideration shall be determined for each class of Company Security pursuant to the Company Charter and this Agreement and shall take into consideration the relative priorities and preferences of each class of Company Security upon a liquidation, dissolution or winding up of the Company, all as set forth in the Company Charter and any applicable Award Agreement.
Closing Per Share Merger Consideration means an amount equal to the quotient obtained by dividing (a) the Estimated Aggregate Purchase Price by (b) the total number of issued and outstanding Company Shares immediately prior to the Effective Time, determined on a Fully-Diluted Basis.
Closing Per Share Merger Consideration means an amount equal to (i) (A) the Adjusted Closing Date Merger Consideration, less (B) the Preferred Stock Consideration (assuming no dissenting shares of Preferred Stock), divided by (ii) the number of Fully-Diluted Shares.
Closing Per Share Merger Consideration means (a) the Closing Merger Consideration, divided by (b) the Aggregate Share Number.
Closing Per Share Merger Consideration means (i) the Closing Merger Consideration divided by (ii) the aggregate number of Shares that are issued and outstanding immediately prior to the Effective Time.