Closing Merger Consideration Per Share definition

Closing Merger Consideration Per Share means the amount equal to the quotient of (A) the amount equal to (1) the Aggregate Estimated Merger Consideration, minus (2) the Holdback Amount, divided by (B) the Fully Diluted Number.
Sample 1
Closing Merger Consideration Per Share means an amount equal to the quotient of (i) (A) the Closing Merger Consideration, plus (B) the aggregate exercise price of all Vested Stock Options divided by (ii) the sum of (A) the total number of outstanding Shares immediately prior to the Effective Time, plus (B) the total number of Vested Stock Options issued and outstanding immediately prior to the Effective Time.
Sample 1Sample 2
Closing Merger Consideration Per Share means an amount in cash equal to the quotient of the Closing Merger Consideration divided by the number of Shares issued and outstanding as of immediately prior to the Effective Time.
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Examples of Closing Merger Consideration Per Share in a sentence

  • The Exchange Agent shall cause such portion of the Merger Consideration (x) to be held for the benefit of holders of Company Capital Stock, Vested Company Options and Vested Company Warrants and (y) to be applied promptly to making the payments of the Per Share Closing Merger Consideration, Per Share Closing Option Consideration and Per Share Closing Warrant Consideration, as the case may be, to such holders.


More Definitions of Closing Merger Consideration Per Share

Closing Merger Consideration Per Share means the Closing Merger Consideration divided by the Fully-Diluted Common Stock Number, which, as set forth in this Agreement, is $18.24.
Sample 1Sample 2
Closing Merger Consideration Per Share means the portion of the Closing Merger Consideration to which each share of Company Common Stock or Company Preferred Stock is entitled as set forth on the Final Distribution Schedule;
Sample 1

Related to Closing Merger Consideration Per Share

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

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

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

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

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

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

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

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

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

  • 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.

  • 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.

  • Closing Stock Price means the average closing price of one share of Common Stock for the twenty consecutive trading days that include and immediately precede the last day of the Performance Period.

  • 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).

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

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

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

  • 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.

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

  • 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.

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

  • Cash Amount means an amount of cash equal to the product of (i) the Value of a REIT Share and (ii) the REIT Shares Amount determined as of the applicable Valuation Date.

  • 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.

  • 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.