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 each Cash Election, the number of Company Shares that shall be converted into the right to receive the Cash Consideration shall be (A) the total number of Company Shares subject to such Cash Election multiplied by (B) the Cash Proration Factor, rounded down to the nearest whole Company Share.

• For each Cash Merger Election, the number of Company Shares that shall be converted into the right to receive the Cash Merger Consideration shall be (A) the total number of Company Shares subject to such Cash Merger Election, multiplied by (B) the Merger Cash Proration Factor, rounded down to the nearest whole Company Share.

• The "Cash Proration Factor" shall be a fraction, the numerator of which is the Cash Cap and the denominator of which is the Requested Cash Amount.

• Each Cyprus Cash Election Share will be exchanged in the Offer for (i) $20.54 multiplied by a fraction (the "Cyprus Cash Proration Factor"), the numerator of which is the Cyprus Maximum Cash Consideration and the denominator of which is the number of Cyprus Cash Election Shares multiplied by $20.54, and (ii) a number of shares of Parent Common Stock equal to 0.3500 multiplied by 1 minus the Cyprus Cash Proration Factor.

• The "Cash Proration Factor" means a fraction (1) the numerator of which shall be the Maximum Cash Consideration and (2) the denominator of which shall be the product of the aggregate number of shares of Company Common Stock subject to all Cash Elections made by all holders of shares of Company Common Stock, multiplied by the Per Share Cash Election Consideration.

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 has the meaning given that term in Section 1.02(e)(viii).

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;

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

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 the Cash Conversion Number divided by the Aggregate Cash Electing Shares, with the result rounded to four decimal points.