Aggregate Merger Shares definition

Aggregate Merger Shares means a number of shares of Parent Common Stock equal to the sum, without duplication, of the aggregate number of shares of Parent Common Stock and shares of Parent Preferred Stock that are issued and outstanding immediately prior to the Effective Time, or issuable upon the exercise of Parent Options, Parent Warrants, or other direct or indirect rights to acquire shares of Parent Common Stock or Parent Preferred Stock that are issued and outstanding immediately prior to the Effective Time, in each case (a) on an as converted to common basis, (b) calculated on the treasury stock method and (c) whether or not then vested, exercisable or subject to repurchase.
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Aggregate Merger Shares the 857,283 shares of Core Common Stock to be issued by Core to the Shareholders as part of the Merger Consideration.
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Aggregate Merger Shares has the meaning set forth in Section 3.1(a).
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Examples of Aggregate Merger Shares in a sentence

  • If between the date hereof and the Effective Time, the outstanding shares of Buyer Class A Common Stock shall be changed into a different number of shares or a different class by reason of any reclassification, recapitalization, split-up, combination, exchange of shares or readjustment, or if a stock dividend thereon shall be declared with a record date within such period, the calculations of Minimum Merger Shares, Maximum Merger Shares and Aggregate Merger Shares shall be correspondingly adjusted.

  • The Company shall have received a certificate, which shall be in full force and effect, executed by the Chief Executive Officer of Parent confirming that the conditions set forth in Sections 7.1, 7.2, 7.3(b) and 7.5 have been duly satisfied and specifying the number of Aggregate Merger Shares (and components thereof).

  • Upon a final determination that any such reduction is required, the number of shares of Buyer Class A Common Stock issued in the Merger to each Original Holder shall be reduced by an amount representing such holder's pro rata share of the Reduction Amount based on the percentage of the Aggregate Merger Shares received by such holder.

  • The Parent Board has received the written opinion of Lazard (the “Parent’s Financial Advisor”), financial advisor to the Parent, dated as of the date of this Agreement, to the effect that the issuance by the Parent of the Aggregate Merger Shares to the stockholders of the Company in connection with the Merger is fair, from a financial point of view, to the Parent.

  • Only Members of PPTF who do not exercise dissenters' rights will be entitled to be allocated and to receive a portion of the Aggregate Merger Shares.

  • As used herein, the "Aggregate Merger Shares" shall be the Maximum Merger Shares, if issued, or the Minimum Merger Shares, if issued.

  • Upon consummation of the INSCO Merger, and except as otherwise provided in the Merger Agreement, by virtue of the INSCO Merger and without any action on the part of Professionals Group, PICOM, INSCO, PPTF or any Member, all Membership Rights of Members of PPTF will be converted into an aggregate of 4,089,160 shares (the "Aggregate Merger Shares") of Professionals Group Common Stock.

  • Each Member will be allocated a portion of the Aggregate Merger Shares determined in accordance with an allocation formula that has been approved by the appropriate State of Florida authorities.

  • In consideration for the Membership Rights, each Member will be allocated and will be entitled to receive a portion of the Aggregate Merger Shares determined in accordance with the allocation formula set forth in the Merger Agreement and described in the Joint Proxy Statement/Prospectus.


More Definitions of Aggregate Merger Shares

Aggregate Merger Shares means the number obtained by solving the following equation for "x": x = (.5384615) multiplied by y, where "y" is the number of shares of ATS Common Stock determined on a Fully-Diluted Basis immediately prior to the Effective Time. Thus, in the event there were no Dissenting Shares, the number of Aggregate Merger Shares would equal 35% of the sum of the Aggregate Merger Shares and the number of shares of ATS Common Stock determined on a Fully-Diluted Basis. Alternative Transaction shall mean, with respect to any Person, a transaction or series of related transactions (other than the Transactions) resulting in or reasonably likely to result in (i) any change of control of such Person, (ii) any merger, consolidation or other business combination of such Person, regardless of whether such Person is the surviving Entity unless the surviving Entity remains obligated under this Agreement to the same extent as such Person was, (iii) any tender offer or exchange offer for, or any acquisitions of, any securities of such Person, (iv) any sale or other disposition of all or any substantial part of the assets or business of such Person, (v) any issue or sale, or any agreement to issue or sell, any capital stock, Convertible Securities, Option Securities or other equity securities by such Person, or (vi) any issue, sale, transfer, pledge, assignment or other conveyance or any agreement to issue, sell, transfer, pledge, assign or otherwise convey, any capital stock, such Convertible Securities, Option Securities or other equity securities of such Person. Applicable Law shall mean any Law of any Authority, whether domestic or foreign, including without limitation the FCA and all federal and state securities and Environmental Laws, to which a Person is subject or by which it or any of its business or operations is subject or any of its property or assets is bound. ARS shall have the meaning given to it in the fourth Whereas paragraph.
Sample 1
Aggregate Merger Shares means the number obtained by solving the following equation for "x": x = (.5384615) multiplied by y, where "y" is the number of shares of ATS Common Stock determined on a Fully-Diluted Basis immediately prior to the Effective Time. Thus, in the event there were no Dissenting Shares, the number of Aggregate Merger Shares would equal 35% of the sum of the Aggregate Merger Shares and the number of shares of ATS Common Stock determined on a Fully-Diluted Basis.
Sample 1
Aggregate Merger Shares means the 4,089,160 shares of Professionals Group Common Stock into which, subject to the exercise of dissenters' rights and the payment of cash in lieu of fractional shares, all Membership Rights will be converted upon consummation of the transactions contemplated by the Agreement.
Sample 1
Aggregate Merger Shares means the whole number of shares of Parent Common Stock equal to (A) one million two hundred thousand (1,200,000) shares of Parent Common Stock, subject to any adjustment as provided under Section 1.5(e), less (B) the whole number of shares represented by the fraction: (a) having a numerator equal to the amount of Excess Transaction Costs (as defined in Section 10.3), and (b) having a denominator equal to the Average Parent Stock Price. For the purpose of the calculation set forth under this Section 1.5, the Excess Transaction Costs shall be the lower of (i) $500,000, or (ii) the amount of Excess Transaction Costs calculated in accordance with Section 10.3 hereunder.
Sample 1

Related to Aggregate Merger Shares

  • Aggregate Merger Consideration has the meaning set forth in Section 2.1(a).

  • Merger Shares has the meaning set forth in Section 2.2(c).

  • Total Merger Consideration has the meaning set forth in Section 2.2(a).

  • Parent Shares means the shares of common stock, par value $1.00 per share, of Parent.

  • Per Share Merger Consideration has the meaning set forth in Section 3.1(a).

  • Company Shares means the common shares in the capital of the Company;

  • Initial Merger Consideration has the meaning set forth in Section 2.2(a).

  • Closing Merger Consideration has the meaning set forth in Section 2.02

  • Closing Shares shall have the meaning ascribed to such term in Section 2.1(a)(i).

  • Final Merger Consideration has the meaning set forth in Section 2.10(b)(ii)(D).

  • Aggregate Stock Consideration has the meaning set forth in Section 3.01(b)(iii).

  • Base Merger Consideration means an amount equal to $1,855,000,000.

  • Buyer Shares means the common stock, with a par value of $0.0001 per share, of Buyer.

  • Cash Merger Consideration has the meaning set forth in Section 2.9(a).

  • Merger Sub Common Stock means the common stock, par value $0.01 per share, of Merger Sub.

  • Fully Diluted Shares means the sum, without duplication, of (a) the number of shares of Common Stock issued and outstanding immediately prior to the Effective Time, (b) the number of shares of Preferred Stock that are issued and outstanding immediately prior to the Effective Time and (c) the number of shares of Common Stock underlying the Restricted Stock Units or any other equity or other convertible securities that are issued and outstanding immediately prior to the Effective Time.

  • Share Exchange Ratio has the meaning given to it in Section 3.1(d);

  • Buyer Preferred Stock means the preferred stock, par value $0.001 per share, of Buyer.

  • Dissent Shares means Company Shares held by a Dissenting Shareholder and in respect of which the Dissenting Shareholder has validly exercised Dissent Rights;

  • Parent Stock means the common stock, par value $0.01 per share, of Parent.

  • Company Stockholder Approval has the meaning set forth in Section 4.2(b).

  • Class B Common Shares means (x) the Company’s Class B Common shares, $0.002 par value per share, the terms of which may be designated by the board of directors of the Company in a certificate of designations and (y) any share capital into which such preferred shares shall have been changed or any share capital resulting from a reclassification of such preferred shares (other than a conversion of such preferred shares into Common Shares in accordance with the terms of such certificate of designations).

  • Acquisition Shares means the shares of an Acquiring Fund to be issued to the corresponding Target Fund in a reorganization under this Agreement.

  • Put Shares means all shares of Common Stock issued, or that the Company shall be entitled to issue, per any applicable Put Notice in accordance with the terms and conditions of this Agreement.

  • Company Share Plans mean (a) the Company’s Stock Related Award Incentive Plan of 1999, as amended; (b) the Company’s 2010 Stock Incentive Plan, as amended; and (c) the Company’s 2015 Stock Incentive Plan, as amended;

  • Consideration Shares shall have the meaning set forth in Section 2.7(c).