Additional Per Share Consideration definition

Additional Per Share Consideration means, as of any date of determination, the quotient determined by dividing (i) the Additional Consideration, if any, by (ii) the Aggregate Fully-Diluted Shares.

Additional Per Share Consideration shall not be less than zero and shall mean, (x) if the Effective Time shall occur after January 10, 2009 (the “Additional Consideration Date”), an amount in cash per share, equal to the excess, if any, of (I) $78.00 multiplied by the product of (A) 8% and (B) the Annualized Portion (as defined below), over (II) any dividends or distributions (valued at the Closing Date using 8% simple interest per annum from the applicable date of payment) declared on a share of Company Common Stock and having a record date

Additional Per Share Consideration means the Additional Consideration Amount divided by the Fully Diluted Metro Shares, rounded to the nearest hundredth of a

Examples of Additional Per Share Consideration in a sentence

• For purposes of determining the Additional Per Share Consideration (if any), the number of days included in the Ticking Fee Period shall be reduced by one day for each day following the later of (i) the sixtieth (60th) day from the date of service of the Second Request and (ii) the date on which Parent, but not the Company, has certified substantial compliance with a Second Request until, in each case, the day on which the Company certifies substantial compliance with such Second Request.

• If any notice of disagreement is timely provided in accordance with this Section 3.09(b), then the Company and the Parents shall each use commercially reasonable efforts for a period of one (1) business day thereafter (the “Estimated Additional Per Share Consideration Resolution Period”) to resolve any disagreements with respect to the calculations in the Estimated Additional Per Share Consideration statement.

• By way of example, if the Closing were to occur on March 1, 2015 (or at any time after such date but on or prior to March 31, 2015), the Additional Per Share Consideration shall be Fifty-Five Cents ($0.55) and the Merger Consideration shall be $83.55, and if the Closing were to occur on April 1, 2015 (or at any time after such date but on or prior to April 30, 2015), the Additional Per Share Consideration shall be One Dollar and Ten Cents ($1.10) and the Merger Consideration shall be $84.10.

• If the Parents do not provide a notice of disagreement within such five (5) business day period, then the Parents shall be deemed to have accepted the calculations and the amounts set forth in the Estimated Additional Per Share Consideration statement delivered by the Company, which shall then be final, binding and conclusive for all purposes hereunder.

• The Accountant shall be charged with determining as promptly as practicable, whether the Estimated Additional Per Share Consideration as set forth in the Estimated Additional Per Share Consideration statement was prepared in accordance with this Agreement and (only with respect to the disagreements as to the items set forth in the notice of disagreement and submitted to the Accountant) whether and to what extent, if any, the Estimated Additional Per Share Consideration requires adjustment.

More Definitions of Additional Per Share Consideration

Additional Per Share Consideration means, if the Closing Date occurs after the Outside Date, an amount in cash per Share, equal to (i) $0.002178 multiplied by (ii) the number of days elapsed during the Ticking Fee Period. The term “Ticking Fee Period” means, subject to Section 6.09(c), the period beginning on the calendar day following the Outside Date and ending on and including the Closing Date.

Additional Per Share Consideration means: (x) if the Effective Time shall occur on or after March 1, 2015 (the “Additional Consideration Date”), an amount per share equal to fifty-five cents ($0.55) multiplied by the number of months from the month in which the Additional Consideration Date occurs to (and including) the month in which Closing occurs; or (y) if the Effective Time shall occur on or prior to the Additional Consideration Date, zero dollars and zero cents ($0). By way of example, if the Closing were to occur on March 1, 2015 (or at any time after such date but on or prior to March 31, 2015), the Additional Per Share Consideration shall be Fifty-Five Cents ($0.55) and the Merger Consideration shall be $83.55, and if the Closing were to occur on April 1, 2015 (or at any time after such date but on or prior to April 30, 2015), the Additional Per Share Consideration shall be One Dollar and Ten Cents ($1.10) and the Merger Consideration shall be $84.10. All Shares that have been converted into the right to receive the Merger Consideration as provided in this Section 2.1 shall be automatically cancelled and shall cease to exist, and the holders of certificates which immediately prior to the Effective Time represented such Shares shall cease to have any rights with respect to such Shares other than the right to receive the Merger Consideration.

Additional Per Share Consideration means if Parent has elected to extend the Outside Date pursuant to Section 8.01(b)(i), $7 or (ii) in all other circumstances, $0.

Additional Per Share Consideration means an amount per share equal to, (i) if the Parent Stockholders Meeting shall occur on or prior to the date that is 90 days from the date of this Agreement, zero; (ii) if the Parent Stockholders Meeting shall occur on or after the date that is 91 days from the date of this Agreement but prior to the date that is 98 days from the date of this Agreement, an amount equal to $5 million divided by the Fully Diluted Denominator; (iii) if the Parent Stockholders Meeting shall occur on or after the date that is 98 days from the date of this Agreement but prior to the date that is 105 days from the date of this Agreement, an amount equal to $10 million divided by the Fully Diluted Denominator; (iv) if the Parent Stockholders Meeting shall occur on or after the date that is 105 days from the date of this Agreement but prior to the date that is 112 days from the date of this Agreement, an amount equal to $20 million divided by the Fully Diluted Denominator; and (v) if the Parent Stockholders Meeting shall occur on or after the date that is 112 days from the date of this Agreement, the sum of (x) an amount equal to $20 million divided by the Fully Diluted Denominator plus (y) for each subsequent seven day period (or portion thereof) beginning on the date that is 112 days from the date of this Agreement, an additional amount equal to $15 million divided by the Fully Diluted Denominator. For purposes of this definition, “Fully Diluted Denominator” shall mean the actual number of shares of Company Common Stock and Company Stock-Based Awards (including Company Stock-Based Awards settled in cash) that are entitled to receive the Merger Consideration as of the Closing pursuant to the terms of this Agreement. If the Additional Per Share Consideration were calculated as of the date hereof, the Fully Diluted Denominator would equal 101,242,858. All per share amounts derived from the calculation set fort in this definition shall be rounded to the nearest whole cent.

Additional Per Share Consideration means, if the Closing Date occurs after August 31, 2019, an amount in cash equal to (a) (i) $0.009863 multiplied by (ii) the number of calendar days elapsed after August 31, 2019 to and including the Closing Date, minus (b) the amount of any dividends declared by the Company after August 31, 2019 with a record date prior to the Closing Date; provided that the Additional Per Share Consideration shall not be less than zero.

Additional Per Share Consideration means, an amount in cash equal to $0.006 for each day during the period commencing on, and including, the date that is four (4) months after the date hereof and ending on, but excluding, the Closing Date.

Additional Per Share Consideration means, if the Effective Time shall occur after the Additional Consideration Date, an amount per share, rounded to the nearest pxxxx, equal to the pro rata portion, based upon the number of days elapsed since the Additional Consideration Date, of $11.75 multiplied by 7.5% per annum, compounded quarterly.