Closing Date Per Share Merger Consideration definition

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 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

  • 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).

  • 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.

  • 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).

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


More Definitions of Closing Date Per Share Merger Consideration

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 $4.20.
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Closing Date Per Share Merger Consideration means:
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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
Sample 1
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
Sample 1

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 2.02

  • 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 has the meaning set forth in Section 3.1(a).

  • 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 2.2(a).

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

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

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

  • 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 2.02.

  • 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).

  • 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.

  • Acquisition Consideration means the purchase consideration for any Permitted Acquisition and all other payments by Borrower 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 Borrower or any of its Subsidiaries.

  • Aggregate Stock Consideration means a number of shares of Acquiror Common Stock equal to the quotient obtained by dividing (i) (x) the Base Purchase Price less (y) the Aggregate Cash Consideration, by (ii) $10.00.

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

  • Earnout Consideration has the meaning set forth in Section 2.6 below.

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

  • Merger Sub Common Stock means the shares of common stock, par value $0.001 per share, of Merger Sub.

  • Earn-Out Consideration is defined in Section 2.5(c).