Closing Date Per Share Merger Consideration definition

Closing Date Per Share Merger Consideration means the quotient of the Closing Date Merger Consideration divided by the number of Shares outstanding immediately prior to the Effective Time (other than any Shares described in Section 2.07(b) and Section 2.07(c)).
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Closing Date Per Share Merger Consideration means the quotient of (a) the sum of (i) the number that represents the Closing Date Merger Consideration plus (ii) the number that represents the aggregate exercise price for all Share equivalents (including options, warrants and other interests convertible into or exchangeable for Shares) outstanding immediately prior to the Effective Time, divided by (b) the number of Fully Diluted Shares.
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Closing Date Per Share Merger Consideration equals the quotient obtained by dividing (a) (i) the Closing Date Merger Consideration plus (ii) the aggregate exercise price of all In-the-Money Options outstanding immediately prior to the Effective Time, by (b) the Fully-Diluted Shares.
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Examples of Closing Date Per Share Merger Consideration in a sentence

  • Options with an exercise price that is equal to or exceeds the Closing Date Per Share Merger Consideration shall immediately prior to the Effective Time, to the extent not exercised by the holder thereof prior to the Effective Time in accordance with the terms of the Incentive Plan, automatically be extinguished and cancelled without the right to receive any consideration (with no payment being made hereunder with respect thereto).

  • Options with an exercise price that is equal to or exceeds the Closing Date Per Share Merger Consideration shall immediately prior to the Effective Time of Merger I, to the extent not exercised by the holder thereof prior to the Effective Time of Merger I in accordance with the terms of the Incentive Plan, automatically be extinguished and cancelled without the right to receive any consideration (with no payment being made hereunder with respect thereto).

  • Parent shall, no later than five (5) Business Days after satisfaction by a holder of Company Shares of the conditions in this Section 3.1(g)(iii) (but in no event prior to the Closing Date), instruct the Paying Agent to make the payment of the applicable amount of the Closing Date Per Share Merger Consideration provided in Section 2.6(a) to such holder, in cash, by wire transfer of immediately available funds to the account designated by such holder in the letter of transmittal delivered by such holder.

  • Options with an exercise price that exceeds, or US Options with an exercise price that is equal to, the Closing Date Per Share Merger Consideration shall immediately prior to the Effective Time, to the extent not exercised by the holder thereof prior to the Effective Time in accordance with the terms of the Equity Incentive Plan, automatically be extinguished and cancelled without the right to receive any consideration (with no payment being made hereunder with respect thereto).

  • In consideration for such Options, if any, you will receive an amount (without interest) in cash equal to (a) the amount (if any, but not less than zero) by which the Closing Date Per Share Merger Consideration exceeds the exercise price per share of Common Stock the applicable Option, multiplied by (b) the number of shares of Common Stock that would otherwise be issuable upon the exercise of such Option.

  • The Closing Date Per Share Merger Consideration is currently estimated to be approximately [$].

  • On or after the Effective Time, any Certificates presented to the Exchange Agent, Parent or the Surviving Corporation for transfer (other than shares of Excluded Company Common Stock or Dissenting Shares) shall be canceled and exchanged for the right to receive the Merger Consideration applicable thereto, including a cash amount in immediately available funds equal to the Closing Date Per Share Merger Consideration to which the holder of such Certificate is entitled pursuant to Section 2.1(a).

  • The UK Vested Options with an exercise price less than or equal to the Closing Date Per Share Merger Consideration (each, a “UK In-the-Money Vested Option”) shall become exercisable before the Closing.

  • No interest will be paid or accrued on any portion of the Closing Date Per Share Merger Consideration deliverable upon surrender of a Company Stock Certificate.


More Definitions of Closing Date Per Share Merger Consideration

Closing Date Per Share Merger Consideration means the quotient of (a) the Closing Date Merger Consideration divided by (b) the number of Fully Diluted Shares as of immediately prior to the Effective Time.
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Closing Date Per Share Merger Consideration means the number of whole shares of Parent Common Stock (rounded down) equal to (A) the Closing Date Merger Consideration, divided by (B) the number of Company Shares outstanding immediately prior to the Effective Time calculated using the treasury method; and
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Closing Date Per Share Merger Consideration means $4.20.
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Closing Date Per Share Merger Consideration means the quotient of (a) the Closing Date Merger Considerationover (b) the Fully Diluted Shares. “Closing Date Stock Consideration” means the aggregate number of validly issued, fully paid and non-assessable shares of Parent Common Stock to be
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Closing Date Per Share Merger Consideration means: (A) in the case of the Principal Stockholders, an amount calculated as follows: (1) the quotient of (x) the sum of the Closing Date Equity Consideration plus the aggregate exercise price of all outstanding Options as of March 1, 2010, divided by (y) the number of Fully Diluted Shares, minus (2) the quotient of the Escrow Amount divided by the number of Shares held by the Principal Stockholders; and (B) in the case of all Stockholders other than Principal Stockholders, the quotient of (1) the sum of the Closing Date Equity Consideration plus the aggregate exercise price of all outstanding Options as of March 1, 2010, divided by (2) the number of Fully Diluted Shares.
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Closing Date Per Share Merger Consideration means:
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Related to Closing Date 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).

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

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

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

  • 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).

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

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

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

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

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

  • 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.

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

  • 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.

  • 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.

  • Acquisition Consideration means the purchase consideration for any Permitted Acquisition and all other payments by Holdings or any of its Subsidiaries in exchange for, or as part of, or in connection with, any Permitted Acquisition, whether paid in cash or by exchange of Equity Interests or of properties or otherwise and whether payable at or prior to the consummation of such Permitted Acquisition or deferred for payment at any future time, whether or not any such future payment is subject to the occurrence of any contingency, and includes any and all payments representing the purchase price and any assumptions of Indebtedness, “earn-outs” and other agreements to make any payment the amount of which is, or the terms of payment of which are, in any respect subject to or contingent upon the revenues, income, cash flow or profits (or the like) of any person or business; provided that any such future payment that is subject to a contingency shall be considered Acquisition Consideration only to the extent of the reserve, if any, required under GAAP at the time of such sale to be established in respect thereof by Holdings or any of its Subsidiaries.

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

  • Transaction Consideration has the meaning set forth in Section 11.7 hereof.

  • Earnout Consideration has the meaning specified in Section 2.05(a).