Additional Per Share Merger Consideration definition

Additional Per Share Merger Consideration means, as of any date of determination, the quotient determined by dividing (i) the Additional Merger Consideration, by (ii) the Fully Diluted Company Share Number.

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

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.

Examples of Additional Per Share Merger Consideration in a sentence

• Each share of Common Stock issued and outstanding immediately prior to the Effective Time, excluding any Dissenting Shares and except as provided pursuant to Section 1.5(c), will be canceled and extinguished and automatically converted into the right to receive from Parent (A) the Initial Per Share Merger Consideration plus (B) the Additional Per Share Merger Consideration (if any) (collectively, the “Aggregate Common Stock Merger Consideration”).

• If a holder of Excluded Shares subsequently becomes a Surrendering Stockholder, then Parent shall pay (or shall fund to the Paying Agent and the Paying Agent shall pay) such Surrendering Stockholder its applicable Pro Rata Percentage of such remaining balance as Additional Per Share Merger Consideration.

• Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than any such shares of Company Common Stock cancelled pursuant to Section 3.1(a) and any Dissenting Shares) shall, in accordance with and subject to this Agreement, be converted 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.

• Each share of Preferred Stock issued and outstanding prior to the Effective Time, excluding any Dissenting Shares, will be canceled and extinguished and automatically converted into the right to receive from Parent (A) the Initial Per Share Merger Consideration plus (B) the Additional Per Share Merger Consideration (if any) (collectively, the “Aggregate Preferred Stock Merger Consideration”).

• 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.

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, 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 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, 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 shall have the meaning given to such term in the Merger Agreement.

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

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 ...