Per Share Common Merger Consideration definition

Per Share Common Merger Consideration means that amount obtained by dividing (A) the Common Consideration, by (B) the Total Outstanding Common Shares.

Per Share Common Merger Consideration means (i) the Closing Merger Consideration, minus the Aggregate Preferred Liquidation Preference Amount payable in respect of all issued and outstanding shares of Series A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock, divided by (ii) the Fully Diluted Shares, as set forth on the Final Merger Consideration Certificate.

Per Share Common Merger Consideration has the meaning set forth in Section 1.6(b)(iv).

Examples of Per Share Common Merger Consideration in a sentence

• Upon consummation of the Merger, each share of common stock of the Issuer was converted into the right to receive from Ready Capital (i) 0.1688 newly issued shares of common stock, par value $0.0001 per share, of Ready Capital, plus (ii) $0.61 in cash (the "Per Share Common Merger Consideration").

• Each share of the Company Common Stock issued and outstanding immediately prior to the Effective Time (other than Dissenting Shares), including shares of Company Common Stock issued upon conversion of any shares of Company Preferred Stock prior to the Effective Time, shall, by virtue of the Merger and without any action on the part of Parent, the Company or the holder thereof, be converted into the right to receive a cash payment equal to the Per Share Common Merger Consideration.

• As a material inducement to the Company to consent to the Rollover Transaction, notwithstanding anything herein to the contrary, the parties each acknowledge and agree that effective as of the Effective Time, none of the Rollover Shares shall be converted into the right to receive the Per Share Common Merger Consideration or the Per Share Series A Merger Consideration that otherwise would have been payable with respect to such Rollover Shares pursuant to this Agreement.

• For the avoidance of doubt, if the exercise price of any such terminated Option or Warrant is equal to or greater than the Per Share Common Merger Consideration, Per Share Series A Preferred Merger Consideration or Per Share Series B Preferred Merger Consideration, as applicable, then such Option or Warrant shall be terminated and retired without any payment or other consideration therefor.

• The calculations set forth in the Final Merger Consideration Certificate of the (A) Per Share Series A Preferred Merger Consideration, (B) Per Share Series B Preferred Merger Consideration, (C) Per Share Series C Preferred Merger Consideration, (D) Per Share Common Merger Consideration and (E) the Option and Warrant Merger Consideration, and the amounts payable in accordance thereof, will be binding and will be used for all purposes of this Agreement.

More Definitions of Per Share Common Merger Consideration

Per Share Common Merger Consideration means the quotient obtained by dividing (A) the Common Stock Merger Consideration by (B) the Common Stock Base Number.

Per Share Common Merger Consideration means (A) if the Company Preferred Stock does not receive Merger Consideration on an as converted to Company Common Stock basis, the quotient obtained by dividing (i) the sum of the Merger Consideration as such may be adjusted as set forth herein, minus the Aggregate Series C Liquidation Preference, minus the Aggregate Series B Liquidation Preference, and minus the Aggregate Series A Liquidation Preference, by (ii) the Fully Diluted Shares Outstanding, minus the aggregate number of shares of Company Common Stock into which the Company Preferred Stock are convertible as of immediately prior to the Effective Time, or (B) if the Company Preferred Stock does receive Merger Consideration on an as converted to Company Common Stock basis, the quotient obtained by dividing (i) the Merger Consideration as such may be adjusted as set forth herein, by (ii) the Fully Diluted Shares Outstanding.

Per Share Common Merger Consideration means (i) a number of shares of Ready Capital Common Stock based on the Exchange Ratio, plus (ii) the Per Share Cash Consideration, in each case, subject to adjustment as provided in the Merger Agreement.

Per Share Common Merger Consideration means the sum of the (i) Per Share Common Closing Consideration plus (ii) the Per Share Common Milestone Consideration.

Per Share Common Merger Consideration means an amount, rounded to four decimal places, equal to (a) the quotient obtained by dividing (i) the Estimated Merger Consideration minus the Adjustment Escrow Amount minus the Seller Representative Fund Amount, by (ii) the number of Fully Diluted Shares as of immediately prior to the Effective Time, plus (b) the right to receive the Per Share Positive Adjustment, if any, as and when payable in accordance with the terms of this Agreement, plus (c) the right to receive the Per Share Adjustment Escrow Fund Consideration, if any, as and when payable in accordance with the terms of this Agreement and the Escrow Agreement, plus (d) the right to receive the Per Share Seller Representative Fund Consideration, if any, as and when payable in accordance with the terms of this Agreement, plus (e) the right to receive the Per Share Tax Refund Amounts, if any, as and when payable in accordance with the termsof this Agreement. The amount set forth in clause (a) of this paragraph is referred to herein as the "Per Share Common Closing Merger Consideration."

Per Share Common Merger Consideration means an amount, rounded to four decimal places, equal to (a) the Per Share Common Closing Consideration, (b) the right to receive the Per Share Shortfall Consideration (if any), as and when payable in accordance with the terms of this Agreement, (c) the right to receive the Per Share Working Capital Escrow Consideration (if any), as and when payable in accordance with the terms of this Agreement and the Escrow Agreement, (d) the right to receive the Per Share Indemnity Escrow Consideration (if any), as and when payable in accordance with the terms of this Agreement and the Escrow Agreement, (e) the right to receive the Per Share Consent Holdback Consideration (if any), as and when payable in accordance with the terms of this Agreement and the Escrow Agreement, and (f) the right to receive the Per Share Earnout Consideration (if any), as and when payable in accordance with the terms of this Agreement. ​

Per Share Common Merger Consideration means an amount per share equal to the quotient of (A) the aggregate Merger Consideration minus the sum of (i) the aggregate Series A-1 Preference Amount payable to Holders hereunder, (ii) the aggregate Series B-1 Preference Amount payable to Holders hereunder, (iii) the aggregate Series C-1 Preference Amount payable to Holders hereunder, (iv) the aggregate Series D-1 Preference Amount payable to Holders hereunder, and (v) the Management Incentive Amounts payable to Incentive Plan Participants hereunder, divided by (B) the number of shares of Common Stock of the Company outstanding immediately prior to the Effective Date which are entitled to be exchanged for payments hereunder (assuming for purposes of this calculation the conversion of all in-the-money Company Options, in-the-money Company Warrants and Preferred Stock into shares of Common Stock; provided, however that with respect to conversion of Preferred Stock and Preferred Warrants, accrued dividends shall not be taken into account for purposes of such conversion, in each case in accordance with the Charter Documents of the Company).