Cash Proration Factor definition

Cash Proration Factor shall have the meaning set forth in Section 3.2(g)(ii)(B).

Cash Proration Factor shall have the meaning given such term in Section 2.7(d).

Cash Proration Factor means a fraction (x) the numerator of which shall be the Maximum Cash Consideration and (y) the denominator of which shall be the product of the aggregate number of Shares subject to all Cash Elections made by all holders of Shares, multiplied by the Cash Consideration. All Shares subject to a Cash Election, other than Shares converted into the right to receive the Cash Consideration in accordance with this Section 1.01(d), shall be converted into the right to receive the Parent Stock Consideration. All prorations resulting from this Section 1.01(d) shall be applied on a pro rata basis, such that each Company stockholder who tenders Shares subject to a Cash Election bears its proportionate share of the proration, based on the percentage of the total Shares tendered subject to a Cash Election tendered by such Company stockholder.

Examples of Cash Proration Factor in a sentence

• For the avoidance of doubt, for Tax purposes, no adjustment shall be made to the Merger Consideration, Maximum Cash Shares in Merger, Merger Cash Proration Factor or Merger Stock Proration Factor to reflect the effect of any cash distribution permitted to be made by the Company under this Agreement prior to the Effective Time, including any cash dividend paid pursuant to Section 6.4(a).

• A number of Cash Electing Bank Shares covered by each shareholder's Cash Election equal to the product of (x) the Cash Proration Factor and (y) the total number of Cash Electing Bank Shares covered by such Cash Election shall be converted into the right to receive the Cash Election Price.

• A cash proration factor (the " Cash Proration Factor") shall be determined by dividing the Cash Election Number by the total number of Cash Electing Bank Shares.

• To the extent that the total number of shares of Giant Common Stock with respect to which effective Cash Elections are made (the “Aggregate Cash Election Shares”) exceeds the Cash Conversion Number, each holder who has properly submitted a Cash Election shall receive cash for that number or shares equal to the product of (i) the Cash Proration Factor (as defined below) and (ii) such holder’s Cash Election Shares.

More Definitions of Cash Proration Factor

Cash Proration Factor. One" shall be a fraction, of which (A) the numerator is equal to (x) the Maximum Offer Number minus (y) the Purchased Share Number, if any, and (B) the denominator is equal to the number of Shares issued and outstanding immediately prior to the Effective Time (excluding Shares to be cancelled pursuant to Section 2.6(c)) (the "Final Outstanding Number"). The consideration provided for in Sections 2.6(a) and (b), together with the consideration provided for in Section 2.11, is referred to herein as the "Merger Consideration;" provided, that if the Cash Alternative Structure (as defined in Section 6.15) is required to be effected, the term "Merger Consideration" shall instead refer to the consideration provided for in Section 2.14, together with the consideration provided for in Section 2.11. At the Effective Time, all Shares shall no longer be outstanding and shall be cancelled and retired and shall cease to exist (in the case of the Shares to be cancelled pursuant to Section 2.6(c), without the payment of any consideration therefor), and each certificate (a "Certificate") formerly representing any of such Shares, other than the Shares to be cancelled pursuant to Section 2.6(c), shall thereafter represent only the right to receive the Merger Consideration and the right to receive any distribution or dividends pursuant to Section 2.9.

Cash Proration Factor means (A) the Cash Share Number divided by (B) the Cash Electing Shares Number.

Cash Proration Factor shall be equal to one (1) minus a fraction, the numerator of which is the Stock Election Number and the denominator of which is the sum of (x) the number of Stock Election Shares and (y) 45% of the number of shares subject to a Combination Election. Holders who make Cash Elections or Combination Elections will not be subject to the redesignation procedures described in this Section 1.7(g). The Company or the Exchange Agent shall make all computations contemplated by this Section 1.7 and all such computations shall be conclusive and binding on the holders of Seller Common Stock, absent manifest error.

Cash Proration Factor means a fraction the numerator of which shall be a number equal to the Maximum Cash Shares and the denominator of which shall be the aggregate number of Shares covered by all Cash Elections made by all holders of Shares. All Shares covered by a Cash Election, other than that number converted into the right to receive the Cash Consideration in accordance with this Section 2.04(b)(ii), shall be converted into the right to receive the Stock Consideration.

Cash Proration Factor is defined in Section 2.07(c)(i) of the Agreement.

Cash Proration Factor has the meaning set forth in ss.2(f)(iii).

Cash Proration Factor means the quotient, rounded to four decimal places, the numerator of which is the Maximum Cash Consideration, and the denominator of which is the Total Elected Cash Consideration.