Closing Common Per Share Merger Consideration definition

Closing Common Per Share Merger Consideration means, with respect to each share of Common Stock (and as set forth on the Payment Schedule), the quotient obtained by dividing (i) the Closing Merger Consideration by (ii) the aggregate number of Fully-Diluted Shares held by all Stockholders.
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Closing Common Per Share Merger Consideration means (a) the Closing Common Merger Consideration, divided by (b) the Fully Diluted Common Share Number.
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Closing Common Per Share Merger Consideration means, with respect to each share of Common Stock (and as set forth in the Distribution Waterfall), (i) the quotient obtained by dividing (A) the difference obtained by subtracting (x) the aggregate Series AA Preference payable in respect of all shares of Series AA Preferred Stock in the Merger from (y) the Initial Merger Consideration by (B) the aggregate number of Fully-Diluted Shares held by all Equityholders, less (ii) the Equity Loan Amount, if any, underlying such share.
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Examples of Closing Common Per Share Merger Consideration in a sentence

  • Notwithstanding the foregoing, in no event shall the number of shares of Buyer Common Stock to be issued at Closing as part of the Closing Series Seed-1 Preferred Per Share Merger Consideration, the Closing Series Seed-2 Preferred Per Share Merger Consideration, the Closing Common Per Share Merger Consideration and/or the Closing Option Consideration exceed an aggregate of 2,962,000 shares of Buyer Common Stock (the “Closing Stock Limitation”).


More Definitions of Closing Common Per Share Merger Consideration

Closing Common Per Share Merger Consideration means the Closing Common Merger Consideration divided by the Outstanding Common Shares.
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Related to Closing Common Per Share Merger Consideration

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

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

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

  • Total 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).

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

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

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

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

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

  • Closing Consideration shall have the meaning set forth in Section 2.1(b).

  • Closing Stock Consideration means a number of shares of Parent Common Stock equal to (a) the Stock Consideration, minus (b) any shares of Parent Common Stock used to fund the SC Escrow Amount.

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

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

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

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

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

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

  • Closing Cash Consideration has the meaning set forth in Section 2.6(b).

  • Cash Consideration has the meaning set forth in Section 2.2.

  • Merger Closing means “Closing,” as that term is defined in the Merger Agreement.

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

  • 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.

  • Merger Closing Date the Closing Date (as defined in the Merger Agreement).

  • 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.