Applicable Per Share Merger Consideration definition

Applicable Per Share Merger Consideration has the meaning set forth in Section 4.1(a).
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Applicable Per Share Merger Consideration. Section 3.1(c)
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Applicable Per Share Merger Consideration means, when referring to the Merger Consideration to be received by a Shareholder with respect to each share of Company Stock held by such Shareholder, the Common Per Share Merger Consideration or the Series A-1 Per Share Merger Consideration, as applicable.
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Examples of Applicable Per Share Merger Consideration in a sentence

  • If, after the Effective Time, Certificates or Uncertificated Shares are presented to the Surviving Corporation, they shall be canceled and exchanged for the Applicable Per Share Merger Consideration provided for, and in accordance with the procedures set forth, in this Section 2.

  • All fractional shares of Company Common Stock held by Stockholders shall be entitled to receive the Applicable Per Share Merger Consideration with respect to such fractional shares.

  • Until surrendered as contemplated by this Section 4.3(a), each Share Certificate shall be deemed at all times after the Effective Time to represent only the right to receive upon such surrender (or at such other applicable time) such portion of the Applicable Per Share Merger Consideration to which the holder of such Share Certificate is entitled pursuant and subject to this ARTICLE IV.

  • If a transfer of ownership of a Stockholder’s Share Certificate that is not registered in the transfer records of the Company is stated to have occurred, then payment of the relevant portion of the Applicable Per Share Merger Consideration may be made to a Person other than the Person in whose name the Share Certificate so surrendered is registered if the Share Certificate representing such shares is properly endorsed or otherwise is in proper form for transfer.

  • No Dissenting Stockholder who has validly exercised his, her or its appraisal rights pursuant to Section 262 of the DGCL shall be entitled to receive the Applicable Per Share Merger Consideration or Applicable Per Preferred Share Merger Consideration, as applicable, with respect to the Dissenting Shares owned by such Dissenting Stockholder unless and until such Dissenting Stockholder shall have effectively withdrawn or lost their dissenters’ rights under the DGCL.

  • Until so surrendered or transferred, as the case may be, each such Certificate or Uncertificated Share shall represent after the Effective Time for all purposes only the right to receive such Applicable Per Share Merger Consideration.

  • All fractional shares of Company Common Stock held by the Stockholders shall be entitled to receive the Applicable Per Share Merger Consideration with respect to such fractional shares.

  • These need not be undertaken by the same firm and if, for any reason, different firms have different comparative advantages in different parts of the process, the logical development is for each process to be supplied separately by the firm which has a comparative advantage in doing so.

  • For avoidance of any doubt, each Shareholder of the SPAC will cease to have any rights with respect to the SPAC Shares, except the right to receive the Applicable Per Share Merger Consideration.

  • All fractional shares of Company Preferred Stock held by the Stockholders shall be entitled to receive the Applicable Per Share Merger Consideration with respect to such fractional shares.


More Definitions of Applicable Per Share Merger Consideration

Applicable Per Share Merger Consideration means, (i) with respect to the Series A Preferred Stock, the Series A Merger Consideration and (ii) with respect to the Company Common Stock, the Common Stock Merger Consideration. In each case, the Applicable Per Share Merger Consideration shall be determined for each class of Company Capital Stock pursuant to the Company Charter and this Agreement and shall take into consideration the relative priorities and preferences of each class of Company Capital Stock upon a liquidation, dissolution or winding up of the Company (including a deemed liquidation event), all as set forth in the Company Charter.
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Applicable Per Share Merger Consideration means, with respect to any Company Share, a number of shares of SPAC Shares equal to the quotient obtained by dividing (A) the Closing Payment Shares by (B) the number of Company Shares issued and outstanding immediately prior to the Effective Time.
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Applicable Per Share Merger Consideration means the Merger Consideration as allocated to each Share as follows: (a) with respect to Shares of Company Common Stock, the Per Common Share Merger Consideration; (b) with respect to Shares of Series A Preferred Stock, the Per Series A Share Merger Consideration; (c) with respect to Shares of Series B Preferred Stock, the Per Series B Share Merger Consideration; (d) with respect to Shares of Series C Preferred Stock, the Per Series C Share Merger Consideration; (e) with respect to Shares of Series D Preferred Stock, the Per Series D Share Merger Consideration; and (f) with respect to Shares of Series F Preferred Stock, the Per Series F Share Merger Consideration.
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Applicable Per Share Merger Consideration means, with respect to each share of Common Stock, Series A Preferred, Series B Preferred, Series C Preferred, Series C-1 Preferred, and Series D Preferred the applicable per share Merger Consideration with respect to such Share, in accordance with the Merger Consideration Allocation.
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Applicable Per Share Merger Consideration means the Series B Per Share Merger Consideration, the Series A Per Share Merger Consideration and the Common Stock Per Share Merger Consideration, as applicable.
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Applicable Per Share Merger Consideration means the amount payable per share of Nonparticipating Preferred Stock, Participating Preferred Stock or Common Stock, as applicable, pursuant to subsection (a), (b) or (c) of Section 2.8.
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Related to Applicable Per Share Merger Consideration

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

  • Base Merger Consideration means $1,200,000,000.

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

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

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

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

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

  • Closing Merger Consideration has the meaning set forth in Section 3.2(a)(ii).

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

  • Per Share Stock Consideration has the meaning set forth in Section 3.01(a)(i).

  • Common Stock Consideration has the meaning set forth in Section 1.6(b).

  • Company Share means one share of common stock of the Company, $0.01 par value per share.

  • Estimated Merger Consideration shall have the meaning set forth in Section 2.10(a).

  • Parent Share Price means the average of the volume weighted averages of the trading prices of Parent Common Shares on NYSE (as reported by Bloomberg L.P. or, if not reported therein, in another authoritative source mutually selected by Parent and the Company in good faith) on each of the 20 consecutive trading days ending on (and including) the trading day that is two trading days prior to the Closing Date.

  • Merger price per share means, in the case of a merger, consolidation, sale, exchange or other disposition of assets that results in a Change of Control or going private transaction (a “Merger”), the greater of (i) the fixed or formula price for the acquisition of shares of common stock occurring pursuant to the Merger, and (ii) the highest fair market value per share of common stock during the ninety-day period ending on the date of such Change of Control or going private transaction. Any securities or property which are part or all of the consideration paid for shares of common stock pursuant to the Merger shall be valued in determining the merger price per share at the higher of (A) the valuation placed on such securities or property by the Company, person or other entity which is a party with the Company to the Merger, or (B) the valuation placed on such securities or property by the Committee.

  • Per Share Cash Consideration has the meaning set forth in Section 3.01(a)(ii).

  • Net Consideration Per Share means the amount equal to the total amount of consideration, if any, received by the Company for the issuance of such warrants, options, subscriptions, or other purchase rights or convertible or exchangeable securities, plus the minimum amount of consideration, if any, payable to the Company upon exercise or conversion thereof, divided by the aggregate number of shares of Common Stock that would be issued if all such warrants, options, subscriptions, or other purchase rights or convertible or exchangeable securities were exercised, exchanged or converted.

  • Per Share Consideration means (i) if the consideration paid to holders of the Common Stock consists exclusively of cash, the amount of such cash per share of Common Stock, and (ii) in all other cases, the volume weighted average price of the Common Stock as reported during the ten (10) trading day period ending on the trading day prior to the effective date of the applicable event. If any reclassification or reorganization also results in a change in shares of Common Stock covered by subsection 4.1.1, then such adjustment shall be made pursuant to subsection 4.1.1 or Sections 4.2, 4.3 and this Section 4.4. The provisions of this Section 4.4 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers. In no event will the Warrant Price be reduced to less than the par value per share issuable upon exercise of the Warrant.

  • Stock Consideration has the meaning set forth in Section 2.01(c).

  • Parent Stock Price means the average of the volume weighted averages of the trading prices of Parent Common Stock on the NYSE (as reported by Bloomberg L.P. or, if not reported therein, in another authoritative source mutually selected by Parent and the Company in good faith) on each of the five (5) consecutive trading days ending on the trading day that is two (2) trading days prior to the Closing Date.

  • Applicable Stock Price means, in respect of a Conversion Date, the average of the Closing Sale Prices per share of Common Stock over the five-Trading Day period starting the third Trading Day following such Conversion Date.

  • Common Stock Price means, with respect to the Company and each of the Peer Companies, as of a particular date, the average of the Fair Market Value over the 15 consecutive trading days ending on, and including, such date (or, if such date is not a trading day, the most recent trading day immediately preceding such date); provided, however, that if such date is the date upon which a Transactional Change of Control occurs, the Common Stock Price of a share of common stock as of such date shall be equal to the fair value, as determined by the Committee, of the total consideration paid or payable in the transaction resulting in the Transactional Change of Control for one share of Common Stock.

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

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

  • Per Share Amount has the meaning set forth in Section 3.01(c).

  • Make-Whole Acquisition Stock Price means the consideration paid per share of Common Stock in a Make-Whole Acquisition. If such consideration consists only of cash, the Make-Whole Acquisition Stock Price shall equal the amount of cash paid per share of Common Stock. If such consideration consists of any property other than cash, the Make-Whole Acquisition Stock Price shall be the average of the Closing Price per share of Common Stock on each of the 10 consecutive Trading Days up to, but not including, the Make-Whole Acquisition Effective Date.