Per Share Stock Consideration. The number of shares of Buyer Common Stock equal to the quotient of (1) the Per Share Cash Consideration, divided by (2) the Average Closing Price;
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Per Share Stock Consideration. A number of shares of Meadowbrook Common Stock equal to the Exchange Ratio (the “Per Share Stock Consideration”). As provided in Section 3.2, ProCentury’s shareholders shall have the right to elect to receive the Per Share Cash Consideration with respect to some of such holder’s shares and the Per Share Stock Consideration with respect to such holder’s remaining shares. Such election shall be subject to the allocations set forth in Section 3.2(d). Meadowbrook shall make a public announcement of the Exchange Ratio and the Election Deadline no later than 9:00 a.m., New York City time, on the third Business Day prior to the date of the Election Deadline.
Per Share Stock Consideration. The Per Share Stock Consideration, expressed as a ratio, is referred to herein as the “Exchange Ratio.” The term “Stock Consideration” means that aggregate consideration in the form of shares of CUNB Common Stock.
Per Share Stock Consideration. 97 shares (“Exchange Ratio”) of First Place Common Stock (the “Per Share Stock Consideration”), provided, however, that:
(a) if the Average Share Price (as defined below) is equal to or greater than $16.80, the Exchange Ratio shall be adjusted proportionately such that the adjusted Exchange Ratio multiplied by the Average Share Price shall equal $16.30 and
(b) if the Average Share Price (as defined below) is equal to or less than $11.20, First Place may, but is not obligated to, increase the Exchange Ratio such that the adjusted Exchange Ratio multiplied by the Average Share Price shall equal $10.86.
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Per Share Stock Consideration. At the Effective Time, the Per Share Stock Consideration to be received by all holders of Company Common Stock shall be less than eighty percent (80%) of the sum of (i) the Per Share Merger Consideration to be received by all holders of Company Common Stock and (ii) the amount of the fair value payment to be paid with respect to Dissenting Shares pursuant to Section 2.6.
Per Share Stock Consideration. 138 shares (the “Per Share Stock Consideration” or the “Exchange Ratio”) of First Place common stock, par value $.01 per share (“First Place Common Stock”), or, to the extent required below, the Adjusted Exchange Ratio. The aggregate consideration to the holders of Northern Common Stock will be comprised of the Specified Cash Percentage of the issued and outstanding shares of Northern Common Stock converting into the right to receive the Per Share Cash Consideration (“Cash Consideration”) and the Specified Stock Percentage of the issued and outstanding shares of Northern Common Stock converting into the right to receive the Per Share Stock Consideration (“Stock Consideration”), subject to an increase in the percentage of Stock Consideration and a decrease in the percentage of Cash Consideration as set forth in the paragraph below. The “Aggregate Merger Consideration” shall be (i) the cash amount equal to (A) the Specified Cash Percentage (or the Adjusted Cash Consideration Percentage (as defined in this Section 2.1 in the paragraph below and adjusted as provided in Section 2.2(d)), if applicable) of the number of shares of Northern Common Stock issued and outstanding immediately prior to the Effective time (other than the Excluded Shares) multiplied by (B) $29.00 (the “Maximum Cash Consideration”); and (ii) the number of shares of First Place Common Stock equal to the product of (X) the Specified Stock Percentage (or the Adjusted Stock Consideration Percentage (as defined in this Section 2.1 in the paragraph below and adjusted as provided in Section 2.2(d)), if applicable) of the number of shares of Northern Common Stock issued and outstanding immediately prior to the Effective Time (other than the Excluded Shares) multiplied by (Y) the Exchange Ratio, subject to Sections 2.2 and 8.1(j). The Aggregate Merger Consideration does not include sums paid out for Northern stock options (“Northern Options”) as set forth in Section 2.8 hereof. The percentage of Stock Consideration delivered by First Place to the holders of Northern Common Stock may increase from the Specified Stock Percentage of the Aggregate Merger Consideration up to 90% of the Aggregate Merger Consideration if holders of Northern Common Stock elect to receive more than the Specified Stock Percentage of the Aggregate Merger Consideration in First Place Common Stock. The increased percentage of Stock Consideration above the Specified Stock Percentage of the Aggregate Merger Consideration up to 90%...
Per Share Stock Consideration. All of the shares of PSBK Stock converted into the Per Share Stock Consideration will no longer be outstanding and will automatically be canceled and retired and will cease to exist as of the Effective Time, and each certificate (each, a “Certificate”) previously representing any such shares of PSBK Stock will thereafter represent the right to receive the Per Share Stock Consideration as set forth in this Section 5(c). Certificates previously representing shares of PSBK Stock will be exchanged for the Per Share Stock Consideration upon the surrender of such Certificates according to Section 3.2 of the Reorganization Agreement, without any interest thereon.
Per Share Stock Consideration. The number of shares of Southern Missouri Common Stock equal to the quotient of (1) the Per Share Cash Consideration, divided by (2) the Average Closing Price;
